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TABLE OF CONTENTS
TABLE OF CONTENTS 2

As Filed With the Securities and Exchange Commission on October 22, 2010

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

OnCure Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 8011
(Primary Standard Industrial
Classification Code Number) 20-5211697
(I.R.S. Employer
Identification Number)

188 Inverness Drive West, Suite 650
Englewood, Colorado 80112
(303) 643-6500
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Russell D. Phillips, Jr.
Executive Vice President, General Counsel and Chief Compliance Officer
OnCure Holdings, Inc.
18100 Von Karman Ave., Suite 450
Irvine, CA 92612
(949) 863-8820
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Patrick H. Shannon
Latham & Watkins LLP
555 Eleventh Street, NW, Suite 1000
Washington, DC 20004
(202) 637-1028

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

o

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)



o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)


CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
113/4% Senior Secured Notes due 2017	$210,000,000	100%	$210,000,000(1)	$14,973.00
Guarantees related to the 113/4% Senior Secured Notes due 2017(2)	N/A	N/A	N/A	N/A

(1)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act"), exclusive of any accrued interest.

Each of the Co-Registrants listed on the "Table of Co-Registrants" on the following page will guarantee on an unconditional basis the obligations of OnCure Holdings, Inc. under the 11³/4% Senior Secured Notes due 2017.

(2)

No separate consideration will be received for the guarantees and, therefore, no additional fee is required.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

(Continued on next page)

Table of Co-Registrants

Name	State or Jurisdiction of Formation	Primary Standard Industrial Classification Code Number	IRS Employer Number
Oncure Medical Corp.	Delaware	8011	59-3191053
Fountain Valley & Anaheim Radiation Oncology Centers, Inc.	California	8011	33-0303999
Jaxpet, LLC	Florida	8011	06-1731932
Jaxpet/Positech, LLC	Florida	8011	59-3658952
Manatee Radiation Oncology, Inc.	Florida	8011	47-0943848
MICA FLO II, Inc.	Delaware	8011	94-3323431
Mission Viejo Radiation Oncology Medical Group, Inc.	California	8011	77-0163523
Pointe West Oncology, LLC	Delaware	8011	65-0344963
Radiation Oncology Center, LLC	California	8011	77-0448888
U.S. Cancer Care, Inc.	Delaware	8011	65-0793730
USCC Acquisition Corp.	Delaware	8011	94-3302679
USCC Florida Acquisition Corp.	Delaware	8011	94-3310485
USCC Healthcare Management Corp.	California	8011	54-3456788
Sarasota Radiation & Medical Oncology Center, Inc.	Florida	8011	59-1664395
Venice Oncology Center, Inc.	Florida	8011	59-3155471
Englewood Oncology, Inc.	Florida	8011	65-0367072
Charlotte Community Radiation Oncology, Inc.	Florida	8011	65-0607550
Interhealth Facility Transport, Inc.	Florida	8011	59-2001243
Sarasota County Oncology, Inc.	Florida	8011	65-0455920
Santa Cruz Radiation Oncology Management Corp.	California	8011	94-2612410
Coastal Oncology, Inc.	California	8011	95-3116166

The information in this prospectus is not complete and may be changed. We may not sell these securities or accept any offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 22, 2010

PROSPECTUS

ONCURE HOLDINGS, INC.

OFFER TO EXCHANGE

$210,000,000 principal amount of its 11³/4% Senior Secured Notes due 2017
which have been registered under the Securities Act,
for any and all of its outstanding 11³/4% Senior Secured Notes due 2017

The Exchange Offer:

•

OnCure Holdings, Inc. is offering to exchange all of its outstanding 11³/4% Senior Secured Notes due 2017, referred to as the private notes, that are validly tendered and not validly withdrawn for an equal principal amount of 11³/4% Senior Secured Notes due 2017, referred to as the exchange notes, that are, subject to specified conditions, freely transferable. We refer to the private notes and the exchange notes collectively in this prospectus as the notes.

•

The exchange offer expires at 5:00 p.m., New York City time, on                    , 2010, unless extended. We do not currently intend to extend the expiration date.

•

You may withdraw tenders of private notes at any time prior to the expiration date of the exchange offer.

•

Neither we nor the guarantors will receive any cash proceeds from the exchange offer.

The Exchange Notes:

•

We are offering exchange notes to satisfy certain obligations under the Registration Rights Agreement entered into in connection with the private offering of the private notes.

•

The terms of the exchange notes are substantially identical to the private notes, except that the exchange notes will have been registered under the Securities Act and will not be subject to restrictions on transfer under the Securities Act.

•

The exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by each of our existing and future domestic restricted subsidiaries, other than certain immaterial subsidiaries.

•

We do not plan to list the exchange notes on a national securities exchange or automated quotation system.

Investing in the exchange notes involves risks. See "Risk Factors" beginning on page 22 of this prospectus.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes as required by applicable securities laws and regulations. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for private notes where such private notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale for such period of time as such broker-dealers must comply with the prospectus delivery requirements of the Securities Act in order to resell the exchange notes. See "Plan of Distribution."

Neither the Securities and Exchange Commission nor any state securities commission has approved of the notes or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2010.

TABLE OF CONTENTS

	Page
NON-GAAP FINANCIAL MEASURES	i
MARKET AND INDUSTRY DATA	ii
BASIS OF PRESENTATION	ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	ii
SUMMARY	1
RATIO OR DEFICIENCY OF EARNINGS TO FIXED CHARGES	21
RISK FACTORS	22
USE OF PROCEEDS	42
CAPITALIZATION	43
THE EXCHANGE OFFER	44
SELECTED CONSOLIDATED FINANCIAL DATA	54
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	56
BUSINESS	72
MANAGEMENT	97
COMPENSATION DISCUSSION AND ANALYSIS	101
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	114
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	116
DESCRIPTION OF CERTAIN INDEBTEDNESS	118
DESCRIPTION OF EXCHANGE NOTES	121
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	172
PLAN OF DISTRIBUTION	177
LEGAL MATTERS	178
EXPERTS	178
WHERE YOU CAN FIND MORE INFORMATION	179
INDEX TO FINANCIAL STATEMENTS	F-1

We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on unauthorized information or representations.

This prospectus does not offer to sell nor ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information in this prospectus is current only as of the date on its cover and may change after that date.

NON-GAAP FINANCIAL MEASURES

        Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") and the ratios related thereto, as presented in this prospectus, is a supplemental measure of our performance and our ability to service debt that is not required by, or presented in accordance with, generally accepted accounting principles in the United States, or GAAP. Adjusted EBITDA is not a measure of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as measures of our liquidity.

        Our measurement of Adjusted EBITDA and the ratios related thereto may not be comparable to similarly titled measures of other companies and is not a measure of performance calculated in accordance with GAAP. We calculate Adjusted EBITDA in accordance with the debt covenants of our revolving credit agreement, including certain adjustments which are subject to debt administrator concurrence. We have included information concerning Adjusted EBITDA in this prospectus because we believe that such information is used by certain investors as one measure of a company's historical ability to service debt. We believe this measure is frequently used by securities analysts, investors and other interested parties in the evaluation of high yield issuers, many of which present Adjusted EBITDA when reporting their results. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Some of these limitations are:

•

Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;

•

although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

•

Adjusted EBITDA is adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;

•

other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure; and

•

we include certain adjustments that may be recurring in nature and may not meet the GAAP definition of infrequent or unusual items, but we believe these items are appropriate to manage the business and for the understanding of the reader.

        Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only for supplemental purposes. Please see our consolidated financial statements contained in this prospectus.

For a description of how Adjusted EBITDA is calculated and a reconciliation of our Adjusted EBITDA to our net income (loss), see "Summary—Summary Consolidated Financial and Other Data" in this prospectus.

i

MARKET AND INDUSTRY DATA

        Market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data is also based on our good faith estimates, which are derived from management's review of internal data and information, as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.

BASIS OF PRESENTATION

        Unless the context indicates otherwise, references to "we," "our," "us," "Oncure" and the "Company" refer to OnCure Holdings, Inc. and its consolidated subsidiaries, except in the section entitled "Description of Exchange Notes." References to "Oncure Medical" refer to our wholly-owned subsidiary, Oncure Medical Corp. References to the "guarantors" refer to our domestic restricted subsidiaries that will guarantee the exchange notes.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements in this prospectus concerning our current expectations, estimates and projections about our operations, industry, financial condition and liquidity constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements are based on current expectations, and are not strictly historical statements. In some cases, you can identify forward-looking statements by terminology such as "if," "may," "should," "believe," "anticipate," "future," "forward," "potential," "estimate," "reinstate," "opportunity," "goal," "objective," "exchange," "growth," "outcome," "could," "expect," "intend," "plan," "strategy," "provide," "commitment," "result," "seek," "pursue," "ongoing," "include" or in the negative of such terms or comparable terminology. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the heading "Risk Factors" herein. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this prospectus.

        Forward-looking statements include, among other things, general market conditions, competition and pricing and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance contained in this prospectus under the headings "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business."

        Factors and risks that could cause actual results or circumstances to differ materially from those set forth or contemplated in forward looking statements include those set forth in "Risk Factors."

        As such, actual results or circumstances may vary materially from such forward-looking statements or expectations. Readers are also cautioned not to place undue reliance on these forward-looking statements which speak only as of the date these statements were made. We are not obligated to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements.

ii

SUMMARY

The following summary contains select information about our business and this offering, but it is not complete and does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus, including the information presented under the sections entitled "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements, including the related notes. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in these forward-looking statements as a result of certain factors, including those set forth in "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements."

Company Overview

        We are a leading manager of radiation oncology treatment centers for cancer patients. We partner with leading radiation oncology medical groups and their radiation oncologists to offer cancer patients a comprehensive range of radiation oncology treatment alternatives, including most traditional and next generation services. We provide business services to a network of 14 affiliated physician groups that treat cancer patients at our 37 radiation oncology treatment centers, making us one of the largest strategically located networks of radiation oncology service providers. We believe that our unique physician partnership business model, market leadership in targeted geographic regions, leading clinical and technological platforms, strong track record of treatment center operating performance and experienced management team provides us with a significant competitive advantage in the radiation therapy market.

        We are one of the largest companies in the United States focused on partnering with radiation oncology groups through long term management services agreements, or MSAs. Through our MSAs, we manage and administer the non-medical business functions of our treatment centers, such as physician succession planning, technical staff recruiting, marketing, managed care contracting, receivables management and compliance, purchasing, information systems, accounting and human resource management, which allows our physician partners to focus primarily on providing patient care and treatment center growth including expansion of their group's services. We enter into long-term MSAs with established radiation oncology physician groups, which are designed to ensure the physicians' business interests are aligned with our own. We currently partner with 14 affiliated physician groups consisting of approximately 70 physicians, who on average have over 15 years of experience. Our affiliated physician groups and their physicians retain full control over the clinical aspects of patient care in our treatment centers. We believe that we attract and retain leading radiation oncology groups and their physicians largely due to this partnership model, the benefits of scale and our commitment to clinical excellence. By establishing relationships with highly qualified, well-respected radiation oncology groups and their physicians, we believe that we receive ongoing benefits as a result of giving referring physicians, their patients and third party payors a high level of confidence in the clinical capabilities of our groups.

        We have built a provider network focused on targeted geographic regions and have established leading market positions within these regions. Our network of 37 treatment centers is located in 37 markets and includes 15 treatment centers in California, 18 treatment centers in Florida and four treatment centers in Indiana. We believe we hold the top market share in California and second leading market share in Florida.

        We believe these two states are two of the most attractive markets in the United States for cancer treatment providers due to the large and growing senior populations and the high incidence of cancer. Our targeted regional focus allows us to build a leading market presence that enables us to drive

1

efficiencies through economies of scale and fixed cost leverage. In addition, we believe our significant position in local markets creates strong barriers to entry.

        We believe that our treatment centers are equipped with leading clinical and technological platforms, which allows our physician partners to provide cancer patients the highest quality of care through clinically advanced treatment options. The early and continual adoption of cutting-edge technology by our physician partners has enabled rapid sharing of this knowledge and best practices across the network to drive superior clinical results. Early adoption and appropriate utilization of these next generation technologies has resulted in more attractive reimbursement rates for our affiliated physician groups. We believe our clinical and technological platform provides us with a significant competitive advantage in attracting new physician groups and is appealing to referral sources, patients and payors.

        We have built a leading network of radiation oncology treatment centers that has resulted in increased net revenue and Adjusted EBITDA growth. Since the beginning of 2007, we have acquired 11 new treatment centers. Between fiscal years 2007 to 2009, our net revenue, operating income and Adjusted EBITDA (as defined below under "—Summary Consolidated Financial and Other Data") have grown at compounded annual growth rates of 11.6%, 65.2% and 14.0%, respectively, through a combination of organic growth and acquisitions. For the year ended December 31, 2009, our net revenue, operating income and Adjusted EBITDA were $106.8 million, $20.1 million and $39.5 million, respectively.

        For the six months ended June 30, 2010, our net revenue, operating income and Adjusted EBITDA were $48.7 million, $2.6 million and $17.0 million, respectively, compared to $55.1 million, $12.0 million and $20.3 million, respectively, for the same period in 2009. The year-over-year decline in net revenue, operating income and Adjusted EBITDA was principally due to a decrease in patient treatments as a result of broad economic factors and the replacement of treatment equipment at two single treatment centers, which caused a temporary closure of one center and reduced utilization at the second treatment center. Due to the geographic location of one of these treatment centers, we were unable to transfer patients from that temporarily closed center to our other treatment centers. One of the two centers returned to normal operations in May 2010 and the other returned to normal operations in August 2010.

        We believe we have one of the most experienced and successful oncology management teams. It has consistently demonstrated an ability to grow through acquisitions and organic growth as well as implement necessary changes to improve operational results.

        We believe that attractive long-term trends in our industry, our unique business model with clinical partners who have long term marketing presence and reputations and our leading market position differentiates us from our competitors and positions us well for continued future growth.

Industry Overview

        According to the American Cancer Society, or ACS, over 19 million cancer cases have been diagnosed in the United States since 1990, with an estimated 1.5 million cases to be diagnosed in 2010. Approximately 77% of all cancer cases are currently being diagnosed in people over the age of 55. As the United States population and, in particular, the baby boomer generation ages, the number of cancer diagnoses are expected to continue to increase. The states in which we operate collectively represented approximately 19% of United States cancer cases in 2009 (California approximately 10%, Florida approximately 7% and Indiana approximately 2%).

        The United States radiation therapy market was estimated to be approximately $8 billion in 2007. The market's growth has been driven by an aging population, which is more likely to develop cancer, along with the development of radiation technologies that are effective in treating a greater range of

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cancer diagnoses. The radiation therapy market in the United States is highly fragmented with over 2,200 locations at which radiation therapy is provided. Free-standing radiation oncology treatment centers have grown in prevalence from approximately 400 in 1990 to over 1,000 in 2007. We believe that this growth has been driven by patients' desire to receive radiation oncology treatments, which are typically given daily over a four- to nine-week period, at specialized centers that are convenient and located in their communities. Many of these free-standing treatment centers can benefit from professional management competencies such as physician succession planning, technical staff recruiting, marketing, managed care contracting, receivables management and compliance, purchasing, information systems, accounting and human resource management, and thus look to partner with networks like ours.

        Cancer can be treated using a variety of methods. Although the majority of cancer patients receive radiation therapy, individuals diagnosed with cancer may elect to undergo surgery, chemotherapy and/or biological therapy in conjunction with, or instead of, radiation therapy. Radiation therapy is used to treat nearly two-thirds of all cancer patients in the United States. Radiation therapy is often curative with patients in whom cancer is localized and has not metastasized. Cancer patients are typically referred to a treatment center or radiation oncologist by medical oncologists, breast surgeons, general surgeons, urologists, family practice and internal medicine physicians in addition to other physician specialties and payor sources. Physicians advise patients to choose the type of treatment or combination of treatments based upon the type of cancer, the stage of development and the expected impact on the patients' and their caregivers' quality of life, including potential side effects, family stress and economic consequences.

        Delivery of a beam of radiation at a targeted tumor area is currently the dominant treatment used in radiation oncology. Conventional Beam Treatment is delivered with limited precision and can expose patients to relatively high levels of radiation. The evolution of cancer research and technological advances have produced increasingly effective methods of radiation oncology treatment, including Intensity Modulated Radiation Therapy and Image Guided Radiation Therapy, which deliver the necessary doses of radiation in a more targeted manner, thus minimizing the harm to healthy organs and related tissues impacted by the tumor. The advancements in cancer targeting also result in fewer side effects and complications, enhancing a patient's overall quality of life. These technological advances are further supported by payor approval of new cancer indications and diagnoses. We also believe that the discovery and utilization of new, innovative means of radiation therapy delivery and the increased awareness of next generation cancer therapy treatments by physicians and patients will continue to increase the use of radiation therapy for treating many types of cancer.

        We expect future growth in the radiation therapy market to be driven by:

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increasing incidence of cancer associated with the aging of the population;

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advancing deployment and acceptance of radiation equipment technologies that increase the number of treatable cancer patients;

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new and more effective treatment technologies that achieve better patient results with fewer side effects and that have more attractive reimbursement levels;

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increasing physician and patient familiarity with the various cancer treatment options available, thus leading to greater demand for next generation therapies that prevent healthy tissue damage and improve quality of life; and

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continuing payor acceptance of evolving science and treatment technologies in radiation oncology, thereby leading to their approval of reimbursement for additional diagnoses and indications.

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Our Services

        Radiation oncology treatments are primarily performed with a linear accelerator, or linac, which uses high-energy photons or electrons to destroy the tumor. Courses of treatment typically last from four to nine weeks. In advance of the actual treatments, a typical patient is provided the following services: (i) the patient is examined, counseled and advised of treatment options by a radiation oncologist; (ii) the agreed upon course of treatment is planned by a physicist under the oncologist's direction; (iii) a trained dosimetrist designs and verifies that the treatment plan's radiation dose and targeting are properly calibrated in the software that controls the linac; (iv) a trained radiation therapy technologist assists the patient to, and positions the patient on, the linac and (v) the technologist verifies the planned dose and beam target before delivering the radiation oncology treatment. Through the use of our treatment centers and equipment, our affiliated physician groups offer a wide array of radiation oncology treatments to cancer patients. The radiation oncologists maintain full control over the provision of medical services at our treatment centers while we manage the non-medical business functions, such as physician succession planning, technical staff recruiting, marketing, managed care contracting, receivables management and compliance, purchasing, information systems, accounting and human resource management. Many of our radiation oncology treatment centers also offer support services designed to enhance the patient experience such as support groups, psychological and nutritional counseling and transportation assistance.

        Each of our treatment centers is designed and equipped to provide a comprehensive array of outpatient programs necessary to treat a cancer patient with radiation therapy. Our treatment centers provide a wide variety of radiation oncology services, including:

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Conventional Beam Therapy, or CBT:  The dominant form of radiation oncology treatment, which results in relatively high radiation exposure with limited precision. CBT enables radiation oncologists to utilize linac machines to direct radiation beams at the tumor location.

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Intensity Modulated Radiation Therapy, or IMRT:  Enables radiation oncologists to adjust the intensity of the radiation dose and conform the beam along the entire surface of the tumor. IMRT can also be programmed to angle beams of radiation around normal tissue, thereby sparing healthy organs and reducing side effects.

•

Image Guided Radiation Therapy, or IGRT:  Enables radiation oncologists to utilize imaging at the time of treatment to localize tumors and to accurately conform to the contour of a tumor from any angle.

        In addition to the above mentioned therapies, we also offer other advanced services, including:

•

Positron Emission Tomography—Computed Tomography, or PET/CT:  Involves the injection of radioactive isotopes into a patient to obtain images of metabolic physiologic processes. The application of PET in the detection of cancer has become significant in the last two years, as it is the first diagnostic procedure that can detect and monitor a patient's metabolic malignancies. PET/CT provides information that is not available with other medical imaging and combines the metabolic cancer cells detection of PET with an anatomical picture of the tumor on a CT.

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High Dose Rate Brachytherapy:  Enables radiation oncologists to treat cancer by internally delivering higher doses of radiation directly to the cancer.

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Simulation, Dosimetry and Three Dimensional Conformal Treatment Planning:  Permits accurate, three-dimensional rendering of the tumor and surrounding normal organs in order to facilitate an efficient treatment plan maximizing radiation exposure of cancerous tissue and minimizing exposure of healthy tissue.

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•

Prostate Implantation:  Involves the use of palladium and iodine "seeds" and other radioactive implants (radioactive isotopes) in the treatment of prostate cancer while sparing the nearby organs and structures.

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Stereotactic Radiosurgery, or SRS:  Enables delivery of concentrated, precise, high dose radiation beams to localized tumors. Historically, SRS was used primarily for contained lesions of the brain, but recent advancements in imaging technologies have allowed more types of tumors to be targeted, therefore broadening the use of stereotactic radiosurgery for extra-cranial cancers.

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Cyber Knife:  A SRS device with a linac mounted on a robotic arm. Through the use of image guidance cameras, the cyber knife system locates the position of the tumor. The linac attached to the robotic arm delivers multiple beams of radiation that converge at the tumor site. Thus, the tumor receives a concentrated dose of radiation while minimizing exposure to surrounding normal tissue. With sub-millimeter accuracy, the cyber knife is used to treat vascular abnormalities, tumors and cancers of the body.

Competitive Strengths

        We have developed a broad range of capabilities that we believe provide us with significant competitive advantages, including:

        Unique Physician Partnership Business Model that Aligns Incentives.    We partner with physicians in a managed services model, which we believe is difficult for competitors to emulate. This model has been a key driver of our financial success and serves as a foundation for future growth. We currently partner with 14 affiliated physician groups consisting of approximately 70 physicians, who on average have over 15 years of experience. We enter into long-term agreements with established radiation oncology groups to realize the value of ongoing patient referral streams and managed care relationships. We structure our MSAs to ensure the physicians' business interests are aligned with our own. By establishing relationships with highly qualified, well-respected radiation oncology groups and their physicians, we believe that we receive ongoing benefits as a result of giving referring physicians and their patients a high level of confidence in the capabilities of our affiliated physician groups. We believe that we attract and retain leading radiation oncology groups and their physicians largely due to this partnership model, the benefits of scale and our commitment to clinical excellence. Our affiliated physician groups have a low physician turnover rate. Physicians typically remain with their group until retirement or relocation. Since 2006, we have successfully renewed every MSA that has come to term under substantially similar terms for an additional period of five or more years.

        Leading Clinical and Technological Platform.    We provide the patients of our physician partners with a broad spectrum of radiation therapy alternatives, including many advanced treatment options that are not otherwise available or offered by other providers in our markets. Our treatment centers are equipped with leading clinical and technological platforms, which allow our physician partners to provide cancer patients the highest quality of care through clinically advanced treatment options. We have an advanced base of technology, including IMRT capability in all but one of our treatment centers and IGRT capability in a majority of our treatment centers. We continue to support our physician groups in their adoption of next generation technologies, which we believe achieves superior clinical results and more attractive reimbursement levels. The early and continual adoption of cutting-edge technology by our physician partners has enabled sharing of this knowledge and best practices across our network quickly to drive superior clinical results. We believe our clinical and technological platform provides us with a significant competitive advantage in attracting new physician groups and is appealing to referral sources, patients and payors.

        Market Leader in Targeted Geographic Regions.    We have built a provider network with a focused geographic presence in key markets. Our network of 37 treatment centers is located in 37 markets and

5

includes 15 treatment centers in California, 18 treatment centers in Florida and four treatment centers in Indiana. We believe we hold the top market share in California and second leading market share in Florida. We believe these two states are two of the most attractive markets in the United States for cancer treatment providers due to the large and growing senior populations and the high incidence of cancer. In addition, in 2008, we acquired the largest radiation oncology provider in northeast Indiana, providing us with access to an attractive Midwest market. We believe our significant position in these markets creates strong barriers to entry. We also believe that this targeted geographic focus allows us to build a market presence that enables us to drive efficiencies through economies of scale and fixed cost leverage. Due to our robust regional footprint, we believe we have been successful in attracting leading physicians, marketing, negotiating favorable reimbursement rates with third-party payors, achieving operational efficiencies, leveraging referral source relationships, purchasing and sharing highly skilled personnel among our treatment centers.

        Strong Track Record of Same-Center Operating Performance.    We have had significant success driving same-center operating performance improvement through leveraging our strong physician partnership model, proactive referral marketing programs, managed care contracting strategies, sharing knowledge, leadership and resources among our treatment centers and our physician and staff recruiting expertise. Furthermore, our willingness and ability to invest in and implement new state-of-the-art equipment has helped drive substantial same-center growth by enabling appropriate utilization of advanced technology which has resulted in more favorable reimbursement rates. Given the generally stable radiation oncology reimbursement environment and our extensive experience in local markets, we have been able to show year-over-year growth as new acquisitions are made and new technologies are deployed at existing treatment centers.

        Growing Business with Strong and Predictable Cash Flow.    Between fiscal years 2007 through January 1, 2009, we experienced net revenue, operating income and Adjusted EBITDA (as defined below under the caption "—Summary Historical and Consolidated Financial Data") compound annual growth rates of 11.6%, 65.2% and 14.0%, respectively. We believe there are several underlying factors that contribute to the stability and growing performance of our business, including the aging of the United States population and resultant rise in cancer cases; increased utilization of next generation therapies; improvements in cancer detection and diagnoses; high physician retention due to our long-term MSAs and the stable reimbursement outlook. These factors, combined with our moderate maintenance capital expenditures and minimal working capital needs, result in strong and predictable free cash flow generation.

        Strong and Diversified Business and Payor Mix.    Our affiliated physician groups have a broad range of payors and referral sources, and provide treatment across a wide spectrum of cancer diagnoses. Reimbursements are widely diversified among payor sources, including Medicare (39% of affiliated physician groups 2009 net revenue), Medicaid and Medi-Cal (together "Medicaid") (5% of affiliated physician groups 2009 net revenue) and third-party and other payors (56% of affiliated physician groups 2009 net revenue). This payor diversity mitigates exposure to possible unfavorable reimbursement trends by any one payor or payor class. Given that we are focused on a variety of cancer diagnoses, we believe we have a highly attractive treatment mix with no specific diagnosis representing more than 23% of our affiliated physician groups' net revenue. Our operations are further diversified by the breadth of our affiliated physician groups' referral sources with the top ten referring physicians accounting for less than 7% of all referrals, which we believe provides further stability and predictability of future net revenue.

        Proven and Experienced Management Team.    We are led by a dedicated and highly experienced senior management team with significant expertise and industry knowledge. Our Chief Executive Officer, Chairman and top five executives have an average of more than 20 years of healthcare management experience. Over the past decade, our executive management team has successfully

6

overseen continued growth and operational improvement in oncology centers. This team has developed a systematic approach to business operations and has a core competency in integrating newly acquired treatment centers.

Our Business Strategy

        We believe we are well positioned to leverage our unique physician partnership business model, management expertise and scalable infrastructure to increase our market share within our established geographic regions and selectively expand into new regions. Key elements of our business strategy include:

        Continuing Opportunity with Next Generation Therapies.    We believe the increased utilization of next generation technologies will continue to be a key driver of our growth. Life improving, next generation technologies, such as IMRT and IGRT, enable value-added treatments that drive better clinical results and are typically reimbursed at higher rates than CBT treatments. These next generation technologies are also expanding into new cancer diagnoses and expanded indications, thereby broadening our market opportunity. We intend to actively invest in and implement new technologies along with providing partner physicians the necessary education and best practices to help improve clinical results. By ensuring that these necessary resources are available to our affiliated physician groups' radiation oncologists, we believe they can generate significant incremental value from their existing base of business.

        Focusing on Quality of Care.    We believe that our focus on patient service enhances the quality of care provided, differentiates us from our competitors and strengthens our relationships with referring physicians. We focus on minimizing the physical and psychological discomfort for patients with a comprehensive and comfortable care setting. We aim to enhance a patient's overall quality of life by providing technologically advanced radiation oncology treatment alternatives, which deliver the necessary doses of radiation in a more targeted manner, thus minimizing the harm to healthy organs surrounding a tumor. Our treatment centers are generally located in convenient, community-based settings and are designed to deliver high-quality radiation therapy in a patient-friendly environment. Many of our radiation oncology treatment centers offer support services designed to enhance the patient experience, such as support groups, psychological and nutritional counseling and transportation assistance in a few cases.

        Focusing on Same-Center Operating Performance.    We believe that a focus on census improvement, optimizing the utilization of new technologies, more efficient utilization of treatment center resources and talent management will result in the continued improvement of the financial performance of our existing treatment centers. We have, and believe we will continue to have, significant success driving census improvement through our proactive referral marketing programs, further advancements in web-based marketing, targeted physician recruitment and strategic payor negotiations. We have a proven ability to enhance treatment center operations through our benchmarking programs, sharing of best practices and measuring performance with specified center metrics. Furthermore, our willingness and ability to invest in and implement new state-of-the-art equipment has helped drive same-center growth. Given the stable radiation oncology reimbursement environment and our extensive experience in local markets, we believe we will continue to show year-over-year growth at our existing treatment centers.

        Expanding by Acquisitions in Targeted Geographic Regions.    The radiation therapy market remains highly fragmented and we believe there are numerous acquisition opportunities in both our current and new markets. We evaluate opportunities to grow through a disciplined and selective acquisition process that focuses on cash flow generation. We believe we have been, and will continue to be, successful in the targeting and integration of acquisitions to expand our current footprint. Since the beginning of 2006, we have acquired 23 treatment centers, targeting markets that have attractive demographic trends

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where we can leverage operating costs and referral networks. In 2008, we acquired the largest radiation oncology group in northeast Indiana, which moved us into an attractive new market where future potential acquisitions exist. Selectively targeting tuck-in acquisitions on an opportunistic basis has allowed us to acquire underperforming and undercapitalized treatment centers at attractive prices where we can focus on achieving operational synergies and cost savings. We have developed a systematic approach for integrating newly acquired treatment centers and have proven our ability to enhance affiliated physician group operations through benchmarking programs, sharing of best practices, developing targeted performance metrics across treatment centers and our willingness to invest and implement new technologies. To date, we have achieved significant improvement in the financial performance of our acquired treatment centers.

        Developing New Treatment Centers and Pursuing Additional Partnerships.    We believe that developments in our current markets have the potential to provide significant near-term net revenue and Adjusted EBITDA growth for us, with moderate capital expenditure requirements. Our strategy is to further penetrate existing and contiguous markets that we believe offer an attractive opportunity for significant growth. We plan to open treatment centers in proximity to established treatment centers where requisite patient demand and referral source relationships exist. We believe this strategy also allows us to accelerate new treatment center growth by leveraging the existing reputation of our partner physicians, their referral network and our infrastructure. We also focus on joint-venture and partnership opportunities to expand our service and technology offering and to expand strategically.

Our Sponsor

        Genstar Capital LLC, or Genstar, is a private equity investment firm that makes leveraged investments in quality companies. Genstar works in partnership with management to create value over the long-term. With approximately $3 billion of capital under management and significant experience operating and investing in businesses, Genstar and its limited partner affiliates deliver the advantages of expertise, experience and patient capital to portfolio companies.

        Genstar has a research-based, industry-focused approach to investing, believing that significant value can be created by combining strong management with businesses that participate in sectors that have the potential for significant growth. Genstar looks to invest in or acquire companies with $50 million to $1 billion in revenue and commits equity to investments in a variety of growth, buyout, recapitalization and consolidation transactions. Genstar focuses on companies in the healthcare services, life sciences, business services and industrial technology sectors. Within healthcare services, Genstar has made multiple investments in industry segments that capitalize on an aging demographic, including alternate site care, health and wellness services, health plan services and senior care services. Genstar believes it has generated industry-leading returns for its realized healthcare investments.

Our Company

        We were founded in 1998. Our principal executive offices are located at 188 Inverness Drive West, Suite 650, Englewood, Colorado 80112. The telephone number for our principal executive offices is (303) 643-6500. Our Internet address is www.oncure.com. This Internet address is provided for informational purposes only. The information at this Internet address is not a part of this prospectus.

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Corporate Structure

        Below is our current corporate structure giving effect to the offering of the private notes and the closing for the revolving credit facility:

(1)

On May 13, 2010, Oncure Medical Corp. entered into a revolving credit facility that provides for borrowing capacity in an amount of up to $40.0 million of revolving credit borrowings, which may be increased pursuant to the terms of the indenture governing the notes and the agreement governing our revolving credit facility. As of the date of this filing, the revolving credit facility was undrawn. See "Description of Certain Indebtedness."

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THE EXCHANGE OFFER

The following summary contains basic information about the exchange offer and the exchange notes. It does not contain all the information that is important to you. For a more complete understanding of the exchange notes, please refer to the sections of this prospectus entitled "The Exchange Offer" and "Description of Exchange Notes."

The Exchange Offer	We are offering to exchange an aggregate of $210.0 million principal amount of exchange notes for $210.0 million principal amount of the private notes.
	To exchange your private notes, you must properly tender them, and we must accept them. You may tender outstanding private notes only in denominations of the principal amount of $2,000 and integral multiples of $1,000 in excess thereof. Subject to the satisfaction or waiver of the conditions to the exchange offer, we will exchange all private notes that you validly tender and do not validly withdraw before 5:00 p.m., New York City time, on the expiration date. We will issue registered exchange notes promptly after the expiration of the exchange offer.
	The form and terms of the exchange notes will be substantially identical to those of the private notes except that the exchange notes will have been registered under the Securities Act and will not be subject to restrictions on transfer under the Securities Act. Therefore, the exchange notes will not be subject to certain contractual transfer restrictions, registration rights and certain additional interest provisions applicable to the private notes prior to consummation of the exchange offer.
Resale of Exchange Notes	We believe that, if you are not a broker-dealer, you may offer exchange notes (together with the guarantees thereof) for resale, resell and otherwise transfer the exchange notes (and the related guarantees) without complying with the registration and prospectus delivery requirements of the Securities Act if you:
	•       acquired the exchange notes in the ordinary course of business;
	•       are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in a "distribution" (as defined under the Securities Act) of the exchange notes; and
	•       are not an "affiliate" (as defined under Rule 405 of the Securities Act) of ours or any guarantor.

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	If any of these conditions are not satisfied, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Our belief that transfers of exchange notes would be permitted without registration or prospectus delivery under the conditions described above is based on the interpretations of the SEC given to other, unrelated issuers in transactions similar to this exchange offer. We cannot assure you that the SEC would take the same position with respect to this exchange offer.
Broker-Dealers	Each broker-dealer that receives exchange notes for its own account in exchange for private notes, where the private notes were acquired by it as a result of market-making activities or other trading activities, may be deemed to be an "underwriter" within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. However, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on            , 2010, unless we extend it.
Withdrawal	You may withdraw your tender of private notes under the exchange offer at any time before the exchange offer expires. Any withdrawal must be in accordance with the procedures described in "The Exchange Offer—Withdrawal Rights."
Procedures for Tendering Private Notes	Each holder of private notes that wishes to tender private notes for exchange notes pursuant to the exchange offer must, before the exchange offer expires, either:
	•       transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, including the private notes, to the exchange agent; or
	•       if private notes are tendered in accordance with book-entry procedures, arrange with The Depository Trust Company, or DTC, to cause to be transmitted to the exchange agent an agent's message indicating, among other things, the holder's agreement to be bound by the letter of transmittal,
	or comply with the procedures described below under "—Guaranteed Delivery."
	A holder of private notes that tenders private notes in the exchange offer must represent, among other things, that:
	•       the holder is not an "affiliate" of ours or any guarantor as defined under Rule 405 of the Securities Act;

11

	•       the holder is acquiring the exchange notes in its ordinary course of business;
	•       the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the exchange notes within the meaning of the Securities Act;
	•       if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, then the holder will deliver a prospectus in connection with any resale of the exchange notes; and
	•       the holder is not acting on behalf of any person who could not truthfully make the foregoing representations.
	Do not send letters of transmittal, certificates representing private notes or other documents to us or DTC. Send these documents only to the exchange agent at the address given in this prospectus and in the letter of transmittal.
Special Procedures for Tenders by Beneficial Owners of Private Notes	If
	•       you beneficially own private notes;
	•       those private notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian; and
	•       you wish to tender your private notes in the exchange offer,
	you should contact the registered holder as soon as possible and instruct it to tender the private notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.
Guaranteed Delivery	If you hold private notes in certificated form or if you own private notes in the form of a book-entry interest in a global note deposited with the trustee, as custodian for DTC, and you wish to tender those private notes but
	•       your private notes are not immediately available; or
	•       you cannot deliver the private notes, the letter of transmittal or other required documents to the exchange agent on or prior to the expiration date,
	you may tender your private notes in accordance with the procedures described in "The Exchange Offer—Procedures for Tendering Private Notes—Guaranteed Delivery."

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Consequences of Not Exchanging Private Notes	If you do not tender your private notes or we reject your tender, your private notes will remain outstanding and will continue to be subject to the provisions in the indenture regarding the transfer and exchange of the private notes and the existing restrictions on transfer set forth in the legends on the private notes. In general, the private notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Holders of private notes will not be entitled to any further registration rights under the Registration Rights Agreement. We do not currently anticipate that we will take any action following the consummation of the exchange offer to register any of the remaining private notes under the Securities Act.
	You do not have any appraisal or dissenters' rights in connection with the exchange offer.
Material United States Federal Income Tax Consequences	Your exchange of private notes for exchange notes will not be treated as a taxable exchange for United States federal income tax purposes. For a discussion of the material United States federal income tax consequences relating to the notes, see "Material United States Federal Income Tax Consequences."
Conditions to the Exchange Offer	The exchange offer is subject to the conditions that it will not violate applicable law or any applicable interpretation of the staff of the SEC. The exchange offer is not conditioned upon any minimum principal amount of private notes being tendered for exchange.
Use of Proceeds	We will not receive any cash proceeds from the exchange offer.
Acceptance of Private Notes and Delivery of Exchange Notes	Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all private notes properly tendered and not validly withdrawn prior to 5:00 p.m., New York City, time on the expiration date of the exchange offer. We will complete the exchange offer and issue the exchange notes promptly after the expiration of the exchange offer.
Exchange Agent	Wilmington Trust FSB is serving as exchange agent for the exchange offer. The address and the facsimile and telephone numbers of the exchange agent are provided in this prospectus under "The Exchange Offer—Exchange Agent" and in the letter of transmittal.

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THE EXCHANGE NOTES

The summary below describes the principal terms of the exchange notes. The financial terms and covenants of the exchange notes are the same as the private notes. Some of the terms and conditions described below are subject to important limitations and exceptions. You should carefully read the "Description of Exchange Notes" section of this prospectus for a more detailed description of the exchange notes.

        The exchange offer applies to the $210.0 million principal amount of the private notes outstanding as of the date hereof. The form and the terms of the exchange notes will be identical in all material respects to the form and the terms of the private notes except that the exchange notes will have been registered under the Securities Act and will not be subject to restrictions on transfer under the Securities Act.

        The exchange notes evidence the same debt as the private notes exchanged for the exchange notes and will be entitled to the benefits of the same indenture under which the private notes were issued, which is governed by New York law. See "Description of Exchange Notes."

Issuer	OnCure Holdings, Inc.
Notes Offered	$210.0 million aggregate principal amount of 113/4% Senior Secured Notes due 2017.
Maturity Date	May 15, 2017.
Interest Rate	We will pay interest on the exchange notes at an annual interest rate of 113/4%.
Interest Payment Dates	We will make interest payments on the exchange notes semi-annually in arrears on each May 15 and November 15, beginning November 15, 2010. Interest will accrue from the issue date of the exchange notes.
Guarantees	The exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of our existing and future domestic restricted subsidiaries, other than certain immaterial subsidiaries.
Security	The exchange notes and the guarantees will be secured by a security interest in substantially all of our and the guarantors' assets, subject to certain exceptions. Pursuant to the terms of an intercreditor agreement, such liens will be contractually subordinated to liens thereon that will secure our revolving credit facility, which our wholly owned subsidiary, Oncure Medical, entered into concurrently with the consummation of the offering of the private notes.
Ranking	The exchange notes and the guarantees will rank senior in right of payment to all of our and the guarantors' future subordinated indebtedness and pari passu in right of payment with all of our and the guarantors' future senior indebtedness, including indebtedness under our revolving credit facility. The exchange notes and the guarantees will be effectively subordinated, however, to indebtedness under our revolving credit facility to the extent of the value of the collateral securing our revolving credit facility.

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Optional Redemption	On or after May 15, 2014, we may redeem some or all of the exchange notes at the redemption prices set forth under "Description of Exchange Notes." Prior to May 15, 2013, we may, at our option, redeem up to 35% of the aggregate principal amount of the exchange notes at the premium set forth under "Description of Exchange Notes" with the net cash proceeds of certain equity offerings.
Change of Control Offer	If we experience certain change-of-control events, the holders of the exchange notes will have the right to require us to purchase their notes at a price in cash equal to 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of purchase.
Asset Sale Offer	Upon certain asset sales, we may be required to offer to use the net proceeds of the asset sale to purchase some of the exchange notes at 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of purchase.
Certain Covenants	The indenture governing the exchange notes will, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•       incur or guarantee additional indebtedness or issue disqualified capital stock;
	•       transfer or sell assets;
	•       pay dividends or make distributions, redeem subordinated indebtedness, make certain types of investments or make other restricted payments;
	•       create or incur liens;
	•       incur dividend or other payment restrictions affecting certain subsidiaries;
	•       consummate a merger, consolidation or sale of all or substantially all of our assets;
	•       enter into transactions with affiliates;
	•       designate subsidiaries as unrestricted subsidiaries;
	•       engage in a business other than a business that is the same or similar to our current business or a reasonably related businesses; and
	•       take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the notes.
	These covenants will be subject to a number of important exceptions and qualifications. See "Description of Exchange Notes—Certain Covenants."

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Use of Proceeds	We will not receive any cash proceeds from the exchange offer.
No Public Market	The exchange notes are a new issue of securities and will not be listed on any securities exchange or included in any automated quotation system. The initial purchaser has advised us that it intends to make a market in the exchange notes. The initial purchaser is not obligated to make a market in the exchange notes, however, and any such market may be discontinued by the initial purchaser in its discretion at any time without notice. See "Plan of Distribution."
Exchange Offer; Registration Rights	In connection with the sale of the private notes, we entered into a Registration Rights Agreement with the initial purchaser of the private notes in which we agreed to:
	•       file one or more registration statements no later than 270 days after the closing of the offering of the private notes, enabling holders of the private notes to exchange their unregistered notes for registered, publicly tradable notes with substantially identical terms;
	•       cause the registration statement to become effective within 330 days after the closing of the offering of the private notes;
	•       consummate the exchange offer within 30 business days after the registration statement is required to be declared effective; and
	•       file a shelf registration statement for the resale of the private notes if we cannot effect the exchange offer within the time periods listed above.
	The interest rate on the notes will increase by 0.25% per annum for the first 90 day period following a default of the registration obligations, increasing by an additional 0.25% per annum for each subsequent 90 day period, up to a maximum of 1.0% per annum.
	After the exchange offer has been consummated, the Equity Interests of a Restricted Subsidiary will constitute Collateral only to the extent that such Equity Interests can secure the notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such Restricted Subsidiary to be filed with the SEC (or any other governmental agency). See "The Exchange Offer—Purpose of the Exchange Offer" and "Description of Notes—Registration Rights."
Book-Entry	Initially, the exchange notes will be represented by one or more global notes in definitive, fully registered form deposited with a custodian for, and registered in the name of, a nominee of DTC.

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SUMMARY HISTORICAL AND CONSOLIDATED FINANCIAL DATA

        The following summary consolidated financial and other data as of December 31, 2007, 2008 and 2009 and for each of the years ended December 31, 2007, 2008 and 2009, are derived from our audited consolidated financial statements as of such date and for such periods, which are included elsewhere in this prospectus. The following summary consolidated financial and other data as of June 30, 2010 and for each of the six months ended June 30, 2009 and 2010 are derived from our unaudited consolidated financial statements as of such date and for such periods, which are included elsewhere in this prospectus. In the opinion of management, the unaudited consolidated financial information includes all adjustments considered necessary for a fair presentation of this information. The selected financial information for the six months ended June 30, 2010 is not necessarily indicative of the results of operations that can be expected for the year ended December 31, 2010 or for any other interim period. You should read this summary consolidated financial and other data together with "Non-GAAP Financial Measures," "Risk Factors," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements, including the related notes, appearing elsewhere in this prospectus.

		Six Months Ended June 30,						Year Ended December 31,
		2009			2010			2007			2008			2009
		(unaudited)
		(in thousands)
Statement of Operations:
Net revenues		$	55,143		$	48,744		$	85,718		$	108,684		$	106,757
Cost of operations:
	Salaries and benefits		18,533			18,581			33,533			37,933			35,738
	Depreciation and amortization		9,447			9,262			15,662			18,110			18,718
	General and administrative expenses		15,125			18,324			29,134			39,696			32,138
Total operating expenses			43,105			46,167			78,329			95,739			86,594
Income from operations			12,038			2,577			7,389			12,945			20,163
Other income (expense):
	Interest expense		(8,485	)		(9,466	)		(17,486	)		(18,258	)		(16,726	)
	Debt extinguishment cost		—			(2,932	)		—			—			—
	Loss on interest rate swap		(285	)		(267	)		(1,860	)		(3,372	)		(916	)
	Equity interest in net earnings of joint venture		458			297			959			1,144			738
	Interest and other (expense) income		(138	)		(244	)		(52	)		200			(250	)
Total other expense			(8,450	)		(12,612	)		(18,439	)		(20,286	)		(17,154	)
Income (loss) before income taxes			(3,588	)		(10,035	)		(11,050	)		(7,341	)		3,009
Income tax (expense) benefit			(1,973	)		3,767			3,920			2,990			(1,654	)
Income (loss) from continuing operations			1,615			(6,268	)		(7,130	)		(4,351	)		1,355
Discontinued operations, net of tax:
	Impairment loss resulting from discontinued operations		—			—			—			(4,065	)		—
	Income from discontinued operations		—			—			155			29			—
Net income (loss)		$	1,615		$	(6,268	)	$	(6,975	)	$	(8,387	)	$	1,355
Statement of Cash Flows Data:
Net cash flows provided by (used in):
	Operating activities	$	7,314		$	5,681		$	11,562		$	10,720		$	16,873
	Investing activities		(3,649	)		(1,975	)		(26,438	)		(59,254	)		(5,974	)
	Financing activities		(7,289	)		(44	)		15,179			56,873			(14,880	)
Capital expenditures			4,240			2,333			8,064			14,190			7,177
Other Financial Statistics:
Adjusted EBITDA(1)		$	20,334		$	16,962		$	30,395		$	39,144		$	39,520

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			As of December 31,
	As of June 30, 2010
			2007		2008		2009
	(unaudited)
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	9,027	$	1,007	$	9,346	$	5,365
Property and equipment, net		38,155		41,313		46,953		41,959
Management service agreements, net		55,328		72,616		65,690		58,769
Total assets		318,183		281,876		332,025		317,186
Total long term debt and capital lease obligations		212,367		159,018		216,783		203,444
Total stockholders' equity		68,216		79,191		71,720		74,102

(1)

Adjusted EBITDA consists of net income as adjusted for depreciation and amortization, interest expense, interest and other income, income taxes, income from discontinued operations, non-cash equity based compensation expense, impairment loss resulting from discontinued operations, loss on interest rate swap, the management fee that we pay to Genstar and for certain other items that we believe are appropriate to manage the business and for the understanding of the reader, as detailed below. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis.

We present Adjusted EBITDA because we consider it to be an important supplemental measure of our performance and believe this measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industries with similar capital structures. We believe issuers of "high yield" securities also present Adjusted EBITDA because investors, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet debt service obligations. We believe that Adjusted EBITDA is an appropriate supplemental measure of debt service capacity, because cash expenditures for interest are, by definition, available to pay interest, and income tax expense is inversely correlated to interest expense because income tax expense goes down as deductible interest expense goes up and depreciation and amortization are non-cash charges.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider this item in isolation, or as a substitute for an analysis of our results as reported under GAAP. Some of these limitations are:

•

Adjusted EBITDA:

•

excludes certain income tax payments that may represent a reduction in cash available to us;

•

does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•

does not reflect changes in, or cash requirements for, our working capital needs; and

•

does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt, including the notes;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

•

other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure; and

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•

we include certain adjustments that may be recurring in nature and may not meet the GAAP definition of infrequent or unusual items, but we believe these items are appropriate to manage the business and for the understanding of the reader.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.

In calculating Adjusted EBITDA, we make certain adjustments that are based on assumptions and estimates. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses, or realize benefits, similar to those adjusted in this presentation. We calculate Adjusted EBITDA in accordance with the debt covenants of our revolving credit agreement and certain adjustments are subject to debt administrator concurrence.

Adjusted EBITDA is a supplemental measure of our performance and our ability to service debt that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measures derived in accordance with GAAP, or as an alternative to cash flow from operating activities as measures of our liquidity. In addition, our measurements of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. See "Non-GAAP Financial Measures" for a description of the limitations of Adjusted EBITDA as an analytical tool.

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The following table reconciles net income to Adjusted EBITDA for the periods presented:

		Six Months Ended June 30,						Year Ended December 31,
		2009			2010			2007			2008			2009
		(unaudited)
		(in thousands)
Net income (loss)		$	1,615		$	(6,268	)	$	(6,975	)	$	(8,387	)	$	1,355
	Depreciation and amortization		9,447			9,262			15,662			18,110			18,718
	Interest expense		8,485			9,466			17,486			18,258			16,726
	Interest and other income, net		138			244			52			(200	)		250
	Income tax (benefit) expense		1,973			(3,767	)		(3,920	)		(2,990	)		1,654
EBITDA			21,658			8,937			22,305			24,791			38,703
Plus:
	Debt extinguishment cost		—			2,932			—			—			—
	Impairment loss resulting from discontinued operations		—			—			—			4,065			—
	Income from discontinued operations		—			—			(155	)		(29	)		—
	Stock-based compensation expense		539			383			255			804			944
	Loss on interest rate swap(a)		285			267			1,860			3,372			916
	Legal expenses and settlements(b)		(4,122	)		—			—			2,322			(4,268	)
	Acquisition audits and related expenses(c)		701			118			—			591			713
	Corporate relocation costs(d)		—			—			—			1,110			—
	Management fees(e)		750			750			1,500			1,500			1,500
	Severance costs(f)		—			805			3,727			(65	)		187
	Center closure cost(g)		389			2,050			—			—			—
	Other expenses(h)		134			720			903			683			825
Adjusted EBITDA		$	20,334		$	16,962		$	30,395		$	39,144		$	39,520

(a)

Loss on interest rate swap that does not qualify for hedge accounting. See Note 6 of the Notes to our Consolidated Financial Statements included elsewhere in this prospectus.

(b)

Represents legal expenses and proceeds received related to the settlement of litigation.

(c)

Includes $0.3 million and $0.7 million related to one-time acquisition-related audit expenses incurred during 2008 and 2009, respectively; $0.3 million in acquisition-related expenses in 2008; and $0.1 million in acquisition-related expenses for the six months ended June 30, 2010.

(d)

Represents one-time costs associated with the relocation of our corporate headquarters to Colorado.

(e)

Represents management fees paid to Genstar.

(f)

Represents severance costs related to: the management team transition in 2007; general staff reductions during 2008 and 2009; and the departure of our former CEO and other workforce reduction costs during the six months ended June 30, 2010.

(g)

Includes estimated legal costs related to a lease settlement and temporary vault costs during permanent vault construction at one center location.

(h)

Includes $0.5 million of one-time lease-termination costs in 2009, deferred rent amortization of $0.2 million, $0.5 million and $0.3 million in 2007, 2008 and 2009, respectively; other expenses related to discontinued operations of $0.6 million and $0.1 million in 2007 and 2008,

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respectively; $0.1 million of Genstar acquisition costs in 2007; and $0.5 million conditional management retention expense during the six months ended June 30, 2010, $0.1 million of cost related to re-organizing physician groups in Florida into a consolidated billing entity during the six months ended June 30, 2010, and deferred rent amortization of $0.1 million during the six-month periods ended June 30, 2009 and 2010.

RATIO OR DEFICIENCY OF EARNINGS TO FIXED CHARGES

        The following table sets forth our ratio or deficiency of earnings to fixed charges for the six months ended June 30, 2009 and 2010 and the years ended December 31, 2005, 2006, 2007, 2008 and 2009. For the purpose of determining the ratio of earnings to fixed charges, "earnings" consist of earnings (loss) before income tax expense (benefit) and fixed charges and "fixed charges" consist of interest expense, including amortization of deferred financing costs, plus the portion of rental expense considered to be representative of an interest factor.

	Six Months Ended June 30,					Year Ended December 31,
	2009		2010			2005		2006			2007			2008			2009
Ratio of earnings to fixed charges		1.37		—			1.29		—			—			—			2.54
Coverage deficiency		—	$	(9,975	)		—	$	(18,082	)	$	(11,583	)	$	(7,051	)		—

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RISK FACTORS

You should carefully consider the risks described below as well as other information and data included in this prospectus before making a decision to exchange your private notes for the exchange notes in the exchange offer. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business. If any of the events described in the risk factors below occur, our business, financial condition, operating results and prospects could be materially adversely affected, which in turn could adversely affect our ability to repay the notes. The risk factors set forth below are generally applicable to the private notes as well as the exchange notes.

Risks Related to Our Business

We depend on payments to our affiliated physician groups from Medicare and Medicaid programs for a significant amount of our net revenue and our business could be materially harmed by any changes that result in reimbursement reductions.

        Our affiliated physician groups' payor mix is highly focused toward Medicare patients due to the high proportion of cancer patients over the age of 65. We estimate that approximately 50%, 46%, 44%, 41% and 44% of affiliated physician groups' net revenue for fiscal years 2007, 2008 and 2009, and for the six months ended June 30, 2009 and 2010, respectively, consisted of payments from Medicare and Medicaid. These government programs generally reimburse on a fee-for-service basis based on a predetermined reimbursement rate schedule referred to as the Medicare Physician Fee Schedule. Medicare reimbursement rates under the Medicare Physician Fee Schedule are determined by a statutory formula that is used to calculate payment amounts for all physician specialties on an annual basis. Under the existing statutory formula, payments for the past several years would have decreased without congressional intervention and extensions. The most recent such extension was the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010, signed into law on June 25, 2010, which not only continued earlier 2010 legislative interventions that prevented the 2010 radiation oncology rate reduction projected to be over 21%, but also increased radiation oncology payment rates by 2.2%, effective June 1, 2010 through November 30, 2010. For 2011, Centers for Medicaid & Medicare Services, or CMS, is projecting a radiation oncology rate reduction of 6.1%, but this projection does not account for the 2010 legislative changes to the Medicare Physician Fee Schedule updates. The 2011 payment amounts are expected to be released by November 2010. There can be no assurance that Congress will enact another extension or move towards a more permanent solution. If future reductions resulting from the statutory formula are not suspended temporarily or through a permanent "doctor fix," a reduction in the payment amount will have a significant adverse impact on our business. Any reduction in the Medicare Physician Fee Schedule amounts or any changes in the Medicare, Medicaid or similar government programs that limit or reduce the amounts paid to us for our services could cause our net revenue and profitability to decline.

If payments to our affiliated physician groups by managed care organizations and other third-party payors decrease, our net revenue and profitability would be adversely affected.

        We estimate that approximately 49%, 53%, 55%, 58% and 54% of our affiliated physician groups' net revenue for fiscal years 2007, 2008 and 2009, and for the six months ended June 30, 2009 and 2010, respectively, was derived from payments by third-party payors such as managed care organizations and private health insurance programs. These third-party payors generally pay for the services rendered to an insured patient based upon predetermined rates. Managed care organizations typically pay at lower rates than traditional private health insurance programs. While third-party payor rates are generally higher than government program reimbursement rates, if managed care organizations and other private insurers reduce their rates or our affiliated physician groups experience a significant shift toward additional managed care payors or Medicare or Medicaid reimbursements, then our net revenue and

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profitability will decline and our operating margins will be reduced. Any inability to maintain suitable financial arrangements with third-party payors could have a material adverse impact on our business.

Our treatment centers are concentrated in Florida and California, which makes us particularly sensitive to regulatory, economic and other conditions that affect those states.

        Our California treatment centers accounted for approximately 60%, 57%, 52%, 53% and 52% of our net revenues during fiscal years 2007, 2008, and 2009, and for the six months ended June 30, 2009 and 2010, respectively, and our Florida treatment centers accounted for approximately 37%, 35%, 34%, 35% and 35% of our net revenues during fiscal years 2007, 2008, 2009, and for the six months ended June 30, 2009 and 2010, respectively. If our treatment centers in these states are adversely affected by changes in regulatory, economic and other conditions, our net revenue and profitability may decline.

Pressure to control healthcare costs could have a negative impact on our results.

        One of the principal objectives of managed care organizations (such as health maintenance organizations and preferred provider organizations) is to control the cost of healthcare services. Healthcare providers participating in managed care plans may be influenced to refer patients seeking radiation therapy for their cancer treatment to certain providers depending on the plan in which a covered patient is enrolled. The expansion of health maintenance organizations, preferred provider organizations and other managed care organizations within the geographic areas covered by our treatment centers could have a negative impact on the utilization and pricing of our services, because these organizations may exert greater control over patients' access to radiation therapy services, the selections of the provider of such services and reimbursement rates for those services.

Reforms to the United States healthcare system may adversely affect our business.

        A significant portion of the volume at our treatment centers is derived from government healthcare programs, principally Medicare and Medicaid, which are highly regulated and subject to frequent and substantial changes. National healthcare reform remains a focus at the federal level. In March 2010, President Obama signed into law the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the "PPACA").

        We anticipate the Health Care Reform Act will significantly affect how the healthcare industry operates with respect to Medicare, Medicaid and private health insurance. The Health Care Reform Act contains a number of provisions, including those governing fraud and abuse, enrollment in federal healthcare programs, and reimbursement changes, which will impact existing government healthcare programs and will result in the development of new programs, including Medicare payment for performance initiatives and improvements to the physician quality reporting system and feedback program. We can give no assurance that the PPACA will not adversely affect our business and financial results, and we cannot predict how future federal or state legislative or administrative changes relating to healthcare reform would affect our business.

We may need to raise additional capital, which may be difficult or impossible to obtain at attractive prices.

        We may need additional capital for growth, acquisitions, development, integration of operations and technology and equipment in the future. Any additional capital could be raised through public or private debt or equity financings. The incurrence of additional debt could increase our interest expense and other debt service obligations and could result in the imposition of additional covenants that restrict our operational and financial flexibility. Additional capital may not be available to us on commercially reasonable terms or at all. The failure to raise additional needed capital could impede the implementation of our operating and growth strategies.

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The radiation therapy market is highly competitive.

        Radiation therapy is a highly competitive business. Our treatment centers face competition from hospitals, other practitioners and other operators of radiation oncology treatment centers. Certain of our competitors have longer operating histories and significantly greater financial and other resources than us. Competitors with greater access to financial resources or other operational advantages may enter our markets and compete with us. Such competition may make it more difficult for us to affiliate with additional radiation oncology groups on terms that are favorable to us or maintain our relationships with existing affiliated physician groups, which could adversely affect our business.

We depend on our executive management and our non-executive Chairman and we may be materially harmed if we lose any member of our executive management or our non-executive Chairman.

        We are dependent upon the services of our executive management, especially L. Duane Choate, our President and Chief Executive Officer, Timothy A. Peach, our Chief Financial Officer, William L. Pegler, our Senior Vice President and Chief Operating Officer, Russell D. Phillips, Jr., our Executive Vice President, General Counsel and Chief Compliance Officer, and our non-executive Chairman, Dr. Shyam B. Paryani. We have entered into executive employment agreements with Messrs. Choate, Pegler and Phillips. Because these members of our senior management team and Dr. Paryani have contributed greatly to our growth, their services would be very difficult, time consuming and costly to replace. We do not carry key-man life insurance on our executive management team. The loss of key personnel or our inability to attract and retain qualified personnel could have a material adverse effect on us. A decision by any of these individuals to leave our employ, to compete with us or to reduce his involvement on our behalf, would have a material adverse effect on our business.

If our affiliated physicians groups terminate or decline to renew their management services agreements, or MSAs, with us, we could be seriously harmed.

        The MSAs we enter into with treatment centers are the result of arms' length negotiations. Under certain circumstances, the affiliated physicians groups are permitted, and may attempt, to terminate their MSAs with us. If any of the larger affiliated physicians groups were to succeed in such a termination, our business could be seriously harmed. For the year ended December 31, 2009, approximately 36% of our net revenue came from management fees received from two of our affiliated physician groups. We may in the future have disputes with physicians and/or affiliated physicians groups that could result in harmful changes to our relationship with them or a termination of an MSA. Likewise, to the extent that our MSAs with affiliated physician groups expire and are not renewed, our business may be adversely affected.

Current economic conditions could adversely affect our business.

        The economy and capital and credit markets have experienced exceptional turmoil and upheaval. Many major economies worldwide entered significant economic recessions in 2007 and some continue to experience economic weakness. Ongoing concerns about the systemic impact of potential long-term and widespread recession and potentially prolonged economic recovery, volatile energy costs, geopolitical issues, the availability, cost and terms of credit, consumer and business confidence, substantially increased and potentially increasing unemployment rates and the ongoing crisis in the global housing and mortgage markets have all contributed to increased market volatility and diminished expectations for both established and emerging economies. In the second half of 2008, added concerns fueled by government interventions in financial systems led to increased market uncertainty and instability in both the United States and international capital and credit markets. These conditions led to economic uncertainty of unprecedented levels. The availability, cost and terms of credit also have been and may continue to be adversely affected by illiquid markets and wider credit spreads. Concern

24

about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in many cases cease to provide, credit to businesses and consumers. These factors have led to a substantial and continuing decrease in spending by businesses and consumers over the past two years. Continued turbulence in the United States and international markets and economies and prolonged declines in business and consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to refinance maturing debt instruments and to access the capital markets and obtain capital lease financing to meet liquidity needs.

Our growth strategy depends in part on our ability to acquire and develop additional treatment centers on favorable terms. If we are unable to do so, our future growth could be limited.

        We may be unable to identify, negotiate and consummate suitable acquisition and development opportunities on reasonable terms. We began managing our first radiation oncology treatment center in 1998, and have grown to manage 37 radiation oncology treatment centers. We expect to continue to add additional treatment centers in our existing and new regional markets. Our growth, however, will depend on several factors, including:

•

our ability to obtain desirable locations for treatment centers in suitable markets;

•

our ability to affiliate with a sufficient number of radiation oncology groups;

•

our ability to obtain adequate financing to fund our growth strategy;

•

our ability to successfully operate under applicable government regulations;

•

environmental risks associated with the disposal of radioactive, chemical and medical waste; and

•

delays that often accompany construction of treatment centers.

Our information systems are critical to our business and a failure of those systems could materially harm us.

        We depend on our ability to store, retrieve, process and manage a significant amount of information, and to provide our treatment centers with efficient and effective accounting, scheduling, billing and treatment planning systems. If our information systems fail to perform as expected, or if we suffer an interruption, malfunction or loss of information processing capabilities, it could have a material adverse effect on our business.

We may be subject to actions for false claims for failure to comply with government coding and billing rules which could harm our business given our role as agent for such physician groups.

        If we, or any of the physician groups with which we contract, fail to comply with federal and state documentation, coding and billing rules, both we and they could be subject to civil and/or criminal penalties, loss of licenses and exclusion from the Medicare and/or Medicaid programs. Approximately 50%, 46%, 44%, 41% and 44% of our affiliated physician groups' net revenue for fiscal years 2007, 2008 and 2009, and for the six months ended June 30, 2009 and 2010, respectively, consisted of payments from Medicare and Medicaid programs. In billing for services to third-party payors, complex documentation, coding and billing rules must be followed. These rules are based on federal and state laws, rules and regulations, various government pronouncements and industry practice. Failure to follow these rules could result in potential criminal or civil liability under the federal False Claims Act, under which extensive financial penalties can be imposed. It could further result in criminal liability under various federal and state criminal statutes. While we strive to comply with applicable federal and state documentation, coding, and billing requirements, and the charges submitted on behalf of our affiliated physician groups are carefully and regularly reviewed as part of our compliance program, there can be

25

no assurances that governmental investigators, private insurers or private whistleblowers will not challenge these practices. A challenge could result in a material adverse effect on our business.

State law limitations and prohibitions on the corporate practice of medicine may materially harm our business and limit how we can operate.

        State governmental authorities regulate the medical industry and medical practices extensively. Many states have corporate practice of medicine laws which may prohibit us from:

•

employing physicians;

•

practicing medicine, which, in some states, includes managing or operating a radiation oncology treatment center;

•

entering into certain types of fee arrangements with physicians;

•

owning or controlling equipment used in a medical practice;

•

setting fees charged for physician services;

•

maintaining a physician's patient records; or

•

controlling the content of physician advertisements.

        In addition, many states impose limits on the tasks a physician may delegate to other staff members. We have MSAs in states, such as California, which prohibit the corporate practice of medicine. Corporate practice of medicine laws and their interpretation vary from state to state, and regulatory authorities enforce them with broad discretion. If we are in violation of these laws, we could be required to restructure our agreements which could materially harm our business and limit how we operate. In the event the corporate practice of medicine laws of other states would adversely limit our ability to operate, it could prevent us from expanding into the particular state and impact our growth strategy.

If we fail to comply with the laws and regulations applicable to our treatment center operations, we could suffer penalties or be required to make significant changes to our operations.

        Our treatment center operations are subject to many laws and regulations at the federal, state and local government levels. These laws and regulations require that our treatment centers meet various licensing, certification and other requirements, including those relating to:

•

qualification of medical and support persons;

•

protection of the privacy of patients' individually identifiable health information;

•

pricing of services by healthcare providers;

•

the adequacy of medical care, equipment, personnel, operating policies and procedures;

•

maintenance and protection of records; and

•

environmental protection, health and safety.

        If our treatment centers fail or have failed to comply with applicable laws and regulations, we and/or our affiliated physician groups could suffer civil or criminal penalties, including becoming the subject of cease and desist orders, losing our licenses to operate and/or losing our ability to participate in government or private healthcare programs, any or all of which could have material adverse effects on our business.

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If we or our affiliated physician groups fail to comply with the federal Anti-Kickback Statute, we or they could be subject to civil and criminal penalties, and they could face loss of licenses, and exclusion from the Medicare and Medicaid programs, which could materially harm us given our role as agent for such physician groups.

        A provision of the Social Security Act, commonly referred to as the federal Anti-Kickback Statute, prohibits the offer, payment, solicitation or receipt of any form of remuneration in return for referring, ordering, leasing, purchasing or arranging for or recommending the ordering, purchasing or leasing of items or services payable by Medicare, Medicaid or any other federally funded healthcare program. The federal Anti-Kickback Statute is very broad in scope and many of its provisions have not been uniformly or definitively interpreted by existing case law or regulations. All of our financial relationships with healthcare providers are potentially implicated by this statute to the extent Medicare or Medicaid referrals are implicated. Financial relationships covered by this statute can include any relationship where remuneration is provided for referrals including payments not commensurate with fair market value, whether in the form of space, equipment leases, professional or technical services or anything else of value. Further, the PPACA, among other things, amends the intent requirement of the federal Anti-Kickback and criminal health care fraud statutes. A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. In addition, the PPACA provides that the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the false claims statutes. Violations of the federal Anti-Kickback Statute may result in substantial civil or criminal penalties to us or our affiliated physician groups or both. The exclusion, if applied to one or more of our affiliated physician groups or affiliate personnel, could result in significant reductions in our net revenue and could have a material adverse effect on our business. In addition, all the states in which we operate have also adopted similar anti-kickback laws that prohibit payments to physicians in exchange for referrals, some of which apply regardless of the source of payment for care. These statutes typically impose criminal and civil penalties as well as loss of licenses.

If we fail to comply with the provision of the Civil Monetary Penalties Law relating to inducements provided to patients, we could be subject to civil penalties and exclusion from the Medicare and Medicaid programs, which could materially harm us.

        Under a provision of the federal Civil Monetary Penalties Law, civil monetary penalties (and exclusion) may be imposed on any person who offers or transfers remuneration to any patient who is a Medicare or Medicaid beneficiary, when the person knows or should know that the remuneration is likely to induce the patient to receive medical services from a particular provider. This broad provision applies to many kinds of inducements or benefits provided to patients, including complementary items, services or transportation that are of more than a nominal value. If government authorities impose civil monetary penalties and exclude our affiliated physician groups for past or present practices, given our role as an agent, the imposition of monetary penalties and/or exclusion of any of our affiliated physician groups could harm our business.

Our business could be materially harmed by future interpretation or implementation of state laws regarding prohibitions on fee-splitting.

        The states in which we operate prohibit the splitting or sharing of fees between physicians and non-physicians. These laws vary from state to state and are enforced by courts and regulatory agencies, each with broad discretion. Some states have interpreted certain types of fee arrangements in management services agreements between entities and physicians as unlawful fee-splitting. If regulatory authorities or other parties successfully asserted a fee-splitting claim in any jurisdiction, we, our affiliated physician groups and their physicians could be subject to civil and criminal penalties and we could be required to restructure our MSAs. Any restructuring of MSAs with affiliated physician groups

27

could result in lower net revenue from such physician groups. Alternatively, some of our MSAs could be found to be illegal and unenforceable, which could result in the termination of those MSAs and an associated loss of net revenue. In addition, expansion of our operations to other states with certain types of fee-splitting prohibitions may require structural and organizational modification to the form of relationships that we currently have with physicians, professional corporations and hospitals.

If a federal or state agency adopts a different position or enacts new laws or regulations regarding illegal payments under the Medicare, Medicaid or other governmental programs, we may be subject to civil and criminal penalties, experience a significant reduction in our net revenue or our affiliated physician groups could be excluded from participation in the Medicare, Medicaid or other governmental programs.

        Any change in interpretations or enforcement of existing or new laws and regulations could subject our business to allegations of impropriety or illegality, or could require us to make changes in our treatment centers, equipment, personnel, services, pricing or capital expenditure programs, which could increase our operating expenses and have a material adverse effect on our operations or reduce the demand for or profitability of our services.

        Additionally, new federal or state laws may be enacted that would cause our relationships with our radiation oncologists to become illegal or result in the imposition of penalties against us or our treatment centers. If any of our MSAs with our affiliated physician groups were deemed to violate the federal Anti-Kickback Statute or similar laws, or if new federal or state laws were enacted rendering these arrangements illegal, our business would be adversely affected.

If we fail, or any of our affiliated physician groups fail, to comply with physician self-referral laws as they are currently interpreted or may be interpreted in the future, or if other legislative restrictions are issued, we could incur a significant loss of net revenue.

        We and our affiliated physician groups with which we contract are subject to federal and state statutes and regulations banning payments for referrals of patients and referrals by physicians to healthcare providers with whom the physicians have a financial relationship and billing for services provided pursuant to such referrals if any occur. The federal prohibition on physician self-referrals, known as the Stark Law, applies to Medicare and Medicaid beneficiaries and prohibits a physician from referring patients for certain services, including radiation therapy, radiology and laboratory services, to an entity with which the physician has a financial relationship if no statutory or regulatory exception applies. Financial relationship includes both investment interests in an entity and compensation arrangements with an entity. In addition, effective January 1, 2011, as a component for satisfying the Stark exception for in-office ancillary services, the PPACA requires physicians who refer a patient to the referring physician's own practice for MRI, CT, PET and any other designated health service to inform the patient in writing at the time of the referral that the patient may obtain such services from a person other than the in-office provider, and provide the patient with a written list of providers who furnish such services in the area in which the patient resides. The state laws and regulations vary significantly from state to state, are often vague and, in many cases, have not been interpreted by courts or regulatory agencies. These state laws and regulations generally apply to services reimbursed by both governmental and private payors. Violation of these federal and state laws and regulations may result in prohibition of payment for services rendered, loss of licenses, fines, criminal penalties and exclusion from Medicare and Medicaid programs.

        We have financial relationships with our physicians, as defined by the federal Stark Law, in the form of compensation arrangements. Physicians with whom we are affiliated beneficially own 1.3% of our capital stock. We also have financial arrangements with physicians who refer Medicare and Medicaid patients to our affiliated physician groups, which relationships are also subject to the Stark Law. Although we believe that our operations do not violate the Stark Law, government authorities may determine we are not in compliance with the Stark Law or prohibited referrals may occur, which

28

could subject us to civil and criminal penalties, including fines, exclusion from participation in government and private payor programs and requirements to refund amounts previously received from government and private payors. In addition, expansion of our operations to new jurisdictions, or new interpretations of laws in our existing jurisdictions, could require structural and organizational modifications of our relationships with physicians to comply with that jurisdiction's laws. Such structural and organizational modifications could result in lower profitability and failure to achieve our growth objectives.

Our costs and potential risks have increased as a result of the new regulations relating to privacy and security of patient information.

        There are numerous federal and state regulations addressing patient information privacy and security concerns. In particular, the federal regulations issued under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health, or HITECH, Act of 2009, contain provisions that:

•

protect individual privacy by limiting the uses and disclosures of patient information;

•

require the implementation of security safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form; and

•

prescribe specific transaction formats and data code sets for certain electronic healthcare transactions.

        Compliance with these regulations requires considerable financial and management resources. The HIPAA regulations expose us to increased regulatory risk if we fail to comply, which could adversely affect our business.

Efforts to regulate the construction, acquisition or expansion of health care treatment centers could prevent us from developing or acquiring additional treatment centers or other facilities or renovating our existing treatment centers.

        Many states have enacted certificate of need, or CON, laws which require prior regulatory approval for the construction, acquisition or expansion of healthcare treatment centers. Before giving approval, these states consider the need for additional or expanded healthcare treatment centers or services. States in which we may operate in the future may also require certificates of need under certain circumstances not currently applicable to us. We cannot assure you that we will be able to obtain the certificates of need or other required approvals for additional or expanded treatment centers or services in the future. In addition, at the time we acquire a treatment center, we may agree to replace or expand the acquired treatment center. If we are unable to obtain required approvals, we may not be able to acquire additional treatment centers or other facilities in CON states, expand the healthcare services we provide at these treatment centers or replace or expand acquired treatment centers.

In response to recent press reports concerning the risk of significant, sometimes fatal, errors in radiation therapy, especially relating to linear radiation, accreditation of facilities and the establishment of a national error reporting database are under consideration.

        Several recent articles have been published discussing the risks of significant, sometimes fatal, errors in radiation oncology treatment, especially those relating to linac facilities that bill Medicare for radiation oncology services. In addition, various trade organizations have called for quality improvement measures and the establishment of the nation's first central database for the reporting of errors involving linacs and CT scanners. Federal legislation in these areas is under consideration and a congressional hearing was recently held. In addition, on September 29, 2010, California enacted a new

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law that will require hospitals and clinics to record radiation doses for CT scans, effective July 1, 2012, and to report any overdoses to patients, their doctors and the California Department of Public Health. Effective July 1, 2013, the new California law also requires all facilities that furnish CT services to be accredited by an organization approved by CMS, the Medical Board of California or the State Department of Public Health. We cannot assure you that the cost of complying with any new regulations will not be substantive, that the negative publicity concerning these errors will not adversely affect our business, or that these types of errors will not occur at our treatment centers.

Our failure to comply with laws related to hazardous materials could materially harm us.

        Our treatment centers provide specialized treatment involving the use of radioactive materials. Radioactive materials are obtained from third-party providers of supplies to hospitals and other radiation therapy practices. If these radioactive materials are not permanently implanted in a patient they are returned to such third-party provider, which has the ultimate responsibility for its proper disposal. We remain subject, however, to state and federal laws regulating the protection of employees who may be exposed to hazardous material and regulating the proper handling, storage and disposal of that material. A violation of such laws, or the future enactment of more stringent laws or regulations, could subject us to liability, or require us to incur costs that could have a material adverse effect on us.

We are vulnerable to earthquakes, harsh weather and other natural disasters.

        Fifteen of our treatment centers and our centralized billing office are located in California, an area prone to earthquakes, fires and other natural disasters. In addition, all of our treatment centers located in Florida are in areas that have suffered from hurricanes in the past. Some of our treatment centers have also been affected by harsh weather conditions. An earthquake, harsh weather conditions or other natural disaster could decrease census during affected periods and seriously impair our operations. Damage to our equipment or interruption of our business would adversely affect our financial condition and results of operations.

If a casualty occurs at any of our treatment centers, our net revenue and profitability may be adversely affected.

        If a fire or similar casualty occurs at any of our treatment centers, operations at that site may be disrupted for an unknown period of time and the physicians at that treatment center may not be able to treat patients. Any disruption to our business due to a casualty could have an adverse impact on our net revenue and profitability.

Our business may be harmed by technological and therapeutic changes.

        The treatment of cancer patients is subject to potentially revolutionary technological and therapeutic changes. Future technological developments could render our equipment obsolete. We may incur significant costs in replacing or modifying equipment in which we have already made a substantial investment prior to the end of its anticipated useful life. In addition, there may be significant advances in other cancer treatment methods, such as chemotherapy, surgery, biological therapy or in cancer prevention techniques, which could reduce demand or even eliminate the need for the radiation therapy services we provide.

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Certain private equity investment funds affiliated with Genstar own a significant majority of our equity and their interests may not be aligned with yours.

        Genstar and its affiliates, directly and indirectly, own a substantial majority of our capital stock. Genstar also controls, to a large degree, the election of directors, the appointment of management, the entering into mergers, sales of substantially all of our assets and other extraordinary transactions. The directors have authority, subject to the terms of our debt, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. The interests of Genstar could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of Genstar, as an equity holder, might conflict with your interests as a noteholder. Genstar may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in its judgment, could enhance its equity investments, even though such transactions might involve risks to you as a noteholder. Additionally, Genstar is in the business of making investments in companies, and may from time to time in the future acquire interests in businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours.

Risks Related to the Exchange Notes

If you fail to follow the exchange offer procedures, your private notes will not be accepted for exchange.

        We will not accept your private notes for exchange unless you follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after timely receipt of your private notes, a properly completed and duly executed letter of transmittal and all other required documents or if you comply with the guaranteed delivery procedures for tendering your private notes. Therefore, if you want to tender your private notes, please allow sufficient time to ensure timely delivery. If we do not receive your private notes, letter of transmittal, and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your private notes, we will reject your private notes for exchange. Neither we nor the exchange agent is required to give notification of defects or irregularities with respect to the tenders of private notes for exchange. If there are defects or irregularities with respect to your tender of private notes, we will not accept your private notes for exchange unless we decide in our sole discretion to waive such defects or irregularities. You should refer to "Summary—The Exchange Offer," and "The Exchange Offer—Procedures for Tendering Old Notes" for information about how to tender your private notes.

If you do not properly tender your private notes, you will continue to hold unregistered private notes and your ability to transfer those private notes will be restricted.

        If you do not properly tender your private notes, or if we do not accept your private notes because you did not tender your private notes properly, then, after we consummate the exchange offer, you may continue to hold private notes that are subject to the existing transfer restrictions. In general, the private notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. We do not currently anticipate that we will take any action following the consummation of the exchange offer to register resales of the private notes under the Securities Act or under any state securities laws.

        In addition, if you tender your private notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for private notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.

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        After the exchange offer is consummated, if you continue to hold any private notes, you may have difficulty selling them because there will be less private notes outstanding. In addition, if a large amount of private notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the exchange notes.

        As of June 30, 2010, we had $212.4 million of total indebtedness, and capacity in an amount of up to $40.0 million of revolving credit borrowings (subject to increase pursuant to the terms of the indenture governing the notes and the agreement governing our credit facility). Our substantial indebtedness could have important consequences to you. For example, it could:

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make it more difficult for us to satisfy our obligations with respect to the exchange notes;

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increase our vulnerability to general adverse economic and industry conditions;

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make it more difficult for us to satisfy our financial obligations, including with respect to the exchange notes;

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restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;

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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

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place us at a competitive disadvantage compared to our competitors that have less debt; and

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limit our ability to borrow additional funds.

        In addition, the terms of the indenture governing the exchange notes and our revolving credit facility contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts.

Despite our substantial indebtedness level, we and our subsidiaries may still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness, including additional notes and other secured indebtedness, in the future. Although the indenture governing the exchange notes and the agreement governing our revolving credit facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our existing debt levels, the related risks that we now face would intensify. In addition, the indenture governing the exchange notes and the agreement governing our revolving credit facility do not prevent us from incurring obligations that do not constitute indebtedness under the agreements.

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To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the exchange notes, to fund planned capital expenditures and to maintain sufficient working capital will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our revolving credit facility or from other sources in an amount sufficient to enable us to service our indebtedness, including the exchange notes, or to fund our other liquidity needs. If our cash flows and capital resources are insufficient to allow us to make scheduled payments on our indebtedness, we may need to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance all or a portion of our indebtedness, including our revolving credit facility and the exchange notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our revolving credit facility and the exchange notes, on commercially reasonable terms or at all, or that the terms of that indebtedness will allow any of the above alternative measures or that these measures would satisfy our scheduled debt service obligations. If we are unable to generate sufficient cash flow to repay or refinance our debt on favorable terms, it could have significant adverse effects on our financial condition, the value of our outstanding debt, including the exchange notes offered hereby, and our ability to make any required cash payments under our indebtedness, including the exchange notes.

The liens on the collateral securing the exchange notes will be junior and subordinate to the liens on the collateral securing our obligations under our revolving credit facility or any other permitted first lien indebtedness. If there is a default, the value of the collateral may not be sufficient to repay both the lenders under our revolving credit facility and holders of other permitted first lien indebtedness and the holders of the exchange notes.

        The exchange notes will be secured by second-priority liens, subject to certain permitted liens and encumbrances described in the security documents relating to the exchange notes, to be granted by us on our assets that secure the obligations under our revolving credit facility and other permitted first lien indebtedness on a first-priority basis.

        Substantially all of our assets are subject to first-priority liens in favor of the lenders under our revolving credit facility. Because obligations under our revolving credit facility are secured on a first-priority basis, a default under that facility would entitle those lenders to declare all funds outstanding under our revolving credit facility to be immediately due and payable and to foreclose on our assets that also serve as collateral for the exchange notes.

        The rights of the holders of the exchange notes with respect to the collateral securing the exchange notes will be limited pursuant to the terms of the security documents relating to the exchange notes and an intercreditor agreement. Under the terms of those agreements, the holders of the exchange notes will have a second-priority lien on all of the collateral that secures the obligations under our revolving credit facility and other permitted first lien indebtedness on a first-priority basis. Accordingly, any proceeds received upon a realization of the collateral securing the exchange notes will be applied first to amounts due under our revolving credit facility and other permitted first lien indebtedness before any amounts will be available to pay the holders of the exchange notes. Under the terms of the indenture governing the exchange notes, we are permitted to incur first lien indebtedness in amounts in excess of the current commitments under our revolving credit facility, all of which can be secured by the collateral on a first-priority lien basis and which will be entitled to payment out of the proceeds of any sale of such collateral before the holders of the exchange notes are entitled to any recovery from such collateral.

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        Additionally, the terms of the indenture allow us to issue additional notes in certain circumstances. The indenture does not require that we maintain the current level of collateral or maintain a specific ratio of indebtedness-to-asset values. Any additional notes issued pursuant to the indenture will rank pari passu with the exchange notes and be entitled to the same rights and priority with respect to the collateral. Thus, the issuance of additional notes pursuant to the indenture may have the effect of significantly diluting your ability to recover payment in full from the then existing pool of collateral. Any obligations secured by such liens may further limit the recovery from the realization of the collateral available to satisfy holders of the exchange notes.

We are subject to a number of restrictive covenants, which may restrict our business and financing activities.

        The agreement governing our revolving credit facility and the indenture governing the exchange notes impose, and the terms of any future indebtedness may impose, operating and other restrictions on us. Such restrictions affect, and in many respects limit or prohibit, among other things, our and our subsidiaries' ability to:

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incur or guarantee additional indebtedness or issue disqualified capital stock;

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transfer or sell assets;

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pay dividends or distributions, redeem subordinated indebtedness, make certain types of investments or make other restricted payments;

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create or incur liens;

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incur dividend or other payment restrictions affecting certain subsidiaries;

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consummate a merger, consolidation or sale of all or substantially all of our assets;

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enter into transactions with affiliates;

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designate subsidiaries as unrestricted subsidiaries;

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engage in a business other than a business that is the same or similar to our current business or a reasonably related business; and

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take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the exchange notes and our revolving credit facility.

        If we are unable to comply with the restrictions contained in our revolving credit facility, the lenders could:

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foreclose and sell assets;

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declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable; or

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require us to apply all of our available cash to repay the borrowings under the revolving credit facility;

any of which could result in an event of default under the exchange notes.

        If we are unable to repay or otherwise refinance these borrowings when due, the lenders could sell the collateral securing our revolving credit facility, which constitutes substantially all of our and our subsidiaries' assets. Although holders of the exchange notes could accelerate the exchange notes upon the acceleration of the obligations under our revolving credit facility, we cannot assure you that sufficient assets will remain after we have repaid all the borrowings under our revolving credit facility.

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Only certain of our subsidiaries will be required to guarantee the exchange notes, and the assets of our non-guarantor subsidiaries may not be available to make payments on the exchange notes.

        As of the date of the indenture governing the exchange notes, all of our subsidiaries will be restricted subsidiaries. Our domestic restricted subsidiaries, other than certain immaterial subsidiaries, will guarantee the exchange notes. However, under certain circumstances we will be permitted to designate some of our subsidiaries as unrestricted subsidiaries. Certain of our subsidiaries, including any unrestricted subsidiaries, may not be required to guarantee the exchange notes. However, the indenture governing the exchange notes will permit these subsidiaries to incur significant amounts of indebtedness in the future. In the event that any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors generally will be entitled to payment on their claims from the assets of that subsidiary before any of those assets are made available to us. Consequently, your claims in respect of the exchange notes will be effectively subordinated to all of the liabilities of our non-guarantor subsidiaries, including trade payables, and the claims (if any) of third party holders or preferred equity interests in our non-guarantor subsidiaries.

Under certain circumstances a court could cancel the exchange notes or the related guarantees and the security interests that secure the exchange notes and any guarantees under fraudulent conveyance laws.

        Our issuance of the exchange notes and the related guarantees may be subject to review under federal or state fraudulent transfer law. If we become a debtor in a case under the United States Bankruptcy Code or encounter other financial difficulty, a court might avoid (that is, cancel) our obligations under the exchange notes. The court might do so if it found that when we issued the exchange notes, (i) we received less than reasonably equivalent value or fair consideration and (ii) we either (1) were rendered insolvent, (2) were left with inadequate capital to conduct our business or (3) believed or reasonably should have believed that we would incur debts beyond our ability to pay. The court could also avoid the exchange notes, without regard to factors (i) and (ii), if it found that we issued the exchange notes with actual intent to hinder, delay or defraud our creditors.

        Similarly, if one of our guarantors becomes a debtor in a case under the United States Bankruptcy Code or encounters other financial difficulty, a court might cancel its guarantee if it finds that when such guarantor issued its guarantee (or in some jurisdictions, when payments became due under the guarantee), factors (i) and (ii) above applied to such guarantor, such guarantor was a defendant in an action for money damages or had a judgment for money damages docketed against it (if, in either case, after final judgment the judgment is unsatisfied), or if it found that such guarantor issued its guarantee with actual intent to hinder, delay or defraud its creditors.

        In addition, a court could avoid any payment by us or any guarantor pursuant to the exchange notes or a guarantee or any realization on the pledge of assets securing the exchange notes or the guarantees, and require the return of any payment or the return of any realized value to us or the guarantor, as the case may be, or to a fund for the benefit of the creditors of us or the guarantor. In addition, under the circumstances described above, a court could subordinate rather than avoid obligations under the exchange notes, the guarantees or the pledges. If the court were to avoid any guarantee, we cannot assure you that funds would be available to pay the exchange notes from another guarantor or from any other source.

        The test for determining solvency for purposes of the foregoing will vary depending on the law of the jurisdiction being applied. In general, a court would consider an entity insolvent either if the sum of its existing debts exceeds the fair value of all of its property, or its assets' present fair saleable value is less than the amount required to pay the probable liability on its existing debts as they become due. For this analysis, "debts" includes contingent and unliquidated debts.

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        The indenture governing the exchange notes limits the liability of each guarantor on its guarantee to the maximum amount that such guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the exchange notes in full when due. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

        If a court avoided our obligations under the exchange notes and the obligations of all of the guarantors under their guarantees, you would cease to be our creditor or creditor of the guarantors and likely have no source from which to recover amounts due under the exchange notes. Even if the guarantee of a guarantor is not avoided as a fraudulent transfer, a court may subordinate the guarantee to that guarantor's other debt. In that event, the guarantees would be structurally subordinated to all of that guarantor's other debt.

If we default on our obligations to pay our indebtedness, we may not be able to make payments on the exchange notes.

        Any default under the agreements governing our indebtedness, including a default under our revolving credit facility, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the exchange notes and substantially decrease the market value of the exchange notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in the agreement governing our revolving credit facility and the indenture governing the exchange notes), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our revolving credit facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets. An event of default and foreclosure under the revolving credit facility could result in an event of default under our other debt instruments, including the exchange notes. In that event, we may not have sufficient assets to repay all of our obligations, including the exchange notes, and we could be forced into bankruptcy or liquidation.

We are a holding company and depend upon the earnings of our subsidiaries to make payments on the exchange notes.

        We are a holding company and conduct all of our operations through our subsidiaries. All of our operating income is generated by our operating subsidiaries. We must rely on dividends and other advances and transfers of funds from our subsidiaries, and earnings from our investments in cash and marketable securities, to provide the funds necessary to meet our debt service obligations, including payment of principal and interest on the exchange notes. Although we are the sole stockholder, directly or indirectly, of each of our operating subsidiaries and therefore able to control their respective declarations of dividends, applicable laws may prevent our operating subsidiaries from being able to pay such dividends. In addition, such payments may be restricted by claims against our subsidiaries by their creditors, such as suppliers, vendors, lessors, and employees, and by any applicable bankruptcy, reorganization, or similar laws applicable to our operating subsidiaries. The availability of funds, and therefore the ability of our operating subsidiaries to pay dividends or make other payments or advances to us, will depend upon their operating results.

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Sales of assets by us or the guarantors could reduce the pool of assets securing the exchange notes and the guarantees.

        The security documents relating to the exchange notes allow us and the guarantors to remain in possession of, retain exclusive control over, freely operate and collect and invest and dispose of any income from, the collateral securing the exchange notes. To the extent we sell any assets that constitute such collateral, the proceeds from such sale will be subject to the liens securing the exchange notes only to the extent such proceeds would otherwise constitute "collateral" securing the exchange notes and the subsidiary guarantees under the security documents, and will also be subject to the security interest of creditors other than the holders of the exchange notes, some of which may be senior or prior to the second-priority liens held by the holders of the exchange notes, such as the lenders under our revolving credit facility, who have a first-priority lien in such collateral. To the extent the proceeds from any such sale of collateral do not constitute "collateral" under the security documents, the pool of assets securing the exchange notes and the guarantees would be reduced and the exchange notes and the guarantees would not be secured by such proceeds.

The exchange notes will be secured only to the extent of the value of the assets having been granted as security for the exchange notes, which may not be sufficient to satisfy our obligations under the exchange notes.

        No appraisals of any of the collateral have been prepared by us or on behalf of us in connection with this offering. The fair market value of the collateral is subject to fluctuations based on factors that include, among others, our ability to implement our business strategy, the ability to sell the collateral in an orderly sale, general economic conditions, the availability of buyers and similar factors. In addition, courts could limit recovery if they deem a portion of the interest claim usurious in violation of public policy. The amount to be received upon the sale of any collateral would be dependent on numerous factors, including the actual fair market value of the collateral at such time, general market and economic conditions and the timing and the manner of the sale.

        To the extent that the claims of the holders of the exchange notes exceed the value of the assets securing those exchange notes and other liabilities, those claims will rank equally with the claims of the holders of any outstanding unsecured indebtedness. As a result, if the value of the assets pledged as security for the exchange notes and other liabilities is less than the value of the claims of the holders of the exchange notes and other liabilities, those claims may not be satisfied in full before the claims of our unsecured creditors are paid.

The rights of holders of the exchange notes with respect to the collateral are substantially limited by the terms of the intercreditor agreement.

        Under the terms of the intercreditor agreement, which was entered into between the collateral agent for the exchange notes and the agent under our revolving credit facility, at any time that obligations that have the benefit of the first-priority liens on the collateral securing the exchange notes are outstanding, any action that may be taken by the collateral agent with respect to the collateral securing the exchange notes, including the ability to cause the commencement of enforcement proceedings against the collateral and to control the conduct of such proceedings, is significantly restricted. Under the terms of the intercreditor agreement, the collateral agent for the exchange notes may exercise rights and remedies with respect to the collateral only after the passage of a period of 135 days from the first date on which it has notified the agent under our revolving credit facility that an event of default has occurred and the repayment of all the principal amount under the exchange notes has been demanded. After the passage of the 135-day period, the collateral agent for the exchange notes will only be permitted to exercise remedies to the extent that the agent or a secured party under our revolving credit facility is not diligently pursuing the exercise of its rights and remedies with respect to a material portion of the collateral. The intercreditor agreement provides that, at any time that obligations that have the benefit of the first-priority liens on the collateral are outstanding,

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the collateral agent for the exchange notes may not assert any right of marshalling that may be available under applicable law with respect to the collateral. Without this waiver of the right of marshalling, holders of indebtedness secured by first-priority liens in the collateral would likely be required to liquidate collateral on which the exchange notes did not have a lien, if any, prior to liquidating the collateral securing the exchange notes, thereby maximizing the proceeds of the collateral that would be available to repay obligations under the exchange notes. As a result of this waiver, the proceeds of sales of the collateral securing the exchange notes could be applied to repay any indebtedness secured by first-priority liens in such collateral before applying proceeds of other collateral securing indebtedness, and the holders of exchange notes may recover less than they would have if such proceeds were applied in the order most favorable to the holders of the exchange notes.

We may not be able to satisfy our obligations to holders of the exchange notes upon a change of control or sale of assets.

        Upon the occurrence of a change of control, as defined in the indenture governing the exchange notes, we will be required to offer to purchase the exchange notes at a price equal to 101% of the principal amount of such exchange notes, together with any accrued and unpaid interest, to the date of purchase. See "Description of Exchange Notes—Repurchase at the Option of Holders—Change of Control."

        Upon the occurrence of certain asset sales, as defined in the indenture governing the exchange notes, we may be required to offer to purchase the exchange notes at a price equal to 100% of the principal amount of such exchange notes, together with any accrued and unpaid interest, to the date of purchase. See "Description of Exchange Notes—Repurchase at the Option of Holders—Asset Sales."

        If we are required to purchase exchange notes pursuant to a change of control offer or asset sale offer, we may not have available funds sufficient to pay the change of control purchase price or asset sale purchase price for any or all of the exchange notes that might be delivered by holders of the exchange notes seeking to accept the change of control offer or asset sale offer. In such event, we would be required to seek third-party financing to the extent we do not have available funds to meet our purchase obligations. We may not be able to obtain such financing on acceptable terms to us or at all. Accordingly, none of the holders of the exchange notes may receive the change of control purchase price or asset sale purchase price for their exchange notes. Our failure to make or consummate the change of control offer or asset sale offer, or to pay the change of control purchase price or asset sale purchase price when due, would constitute an event of default under the indenture governing the exchange notes.

        In addition, the terms of the agreement governing the revolving credit facility may restrict or prohibit us from making a change of control offer or asset sale offer. Moreover, the events that constitute a change of control or asset sale under the indenture may also constitute events of default under our revolving credit facility. These events may permit the lenders under our revolving credit facility to accelerate the debt outstanding thereunder and, if such debt is not paid, to enforce security interests in our specified assets, thereby limiting our ability to raise cash to purchase the exchange notes and reducing the practical benefit of the offer-to-purchase provisions to the holders of the exchange notes.

There are circumstances other than repayment or discharge of the exchange notes under which the collateral securing the exchange notes and the subsidiary guarantees will be released automatically, without your consent or the consent of the collateral agent for the exchange notes, and you may not realize any payment upon disposition of such collateral.

        Subject to certain exceptions, in the event of any release permitted or consented to under our revolving credit facility, the liens on the collateral securing the exchange notes will be automatically

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released. See "Description of Exchange Notes—Collateral—Intercreditor Agreement." In addition, upon certain sales of the assets that comprise the collateral, we may be required to repay amounts outstanding under our revolving credit facility prior to repayment of any other indebtedness, including the exchange notes, with the proceeds of such collateral disposition.

Rights of holders of the exchange notes in the collateral may be adversely affected by bankruptcy proceedings.

        The right of the collateral agent for the exchange notes to repossess and dispose of the collateral securing the exchange notes and the guarantees upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us or our restricted subsidiaries that provide security for the exchange notes or guarantees prior to, or possibly even after, the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the exchange notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to circumstances, but it is intended in general to protect the value of the secured creditor's interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the exchange notes or any guarantees could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the exchange notes would be compensated for any delay in payment or loss of value of the collateral through the requirements of "adequate protection." Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the exchange notes, the holders of the exchange notes would have "undersecured claims" as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs and attorneys' fees for "undersecured claims" during the debtor's bankruptcy case.

In the event of our bankruptcy, holders of the exchange notes may be deemed to have an unsecured claim to the extent that our obligations in respect of the exchange notes exceed the fair market value of the collateral securing the exchange notes.

        In any bankruptcy proceeding with respect to us or any of the guarantors, it is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors will assert that the fair market value of the collateral with respect to the exchange notes on the date of the bankruptcy filing was less than the then current principal amount of the exchange notes. Upon a finding by the bankruptcy court that the exchange notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the exchange notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. In such event, the secured claims of the holders of the exchange notes would be limited to the value of the collateral.

        Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement on the part of the holders of the exchange notes to receive post-petition interest and a lack of entitlement on the part of the unsecured portion of the exchange notes to receive other "adequate protection" under federal bankruptcy laws. In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be

39

recharacterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the exchange notes.

Any future pledge of collateral might be avoidable by a trustee in bankruptcy.

        Any future pledge of, or security interest or lien granted on, collateral in favor of the collateral agent might be avoidable by the pledgor (as debtor in possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the exchange notes to receive a greater recovery than if the pledge had not been given and/or there is a pending bankruptcy proceeding in respect of the pledgor.

Rights of holders of the exchange notes in the collateral may be adversely affected by the failure to perfect security interests in certain collateral acquired in the future.

        The collateral securing the exchange notes and the guarantees includes substantially all of our and the guarantors' tangible and intangible assets that secure our indebtedness under our revolving credit facility, whether now owned or acquired or arising in the future. If additional subsidiaries are formed or acquired that are required to guarantee the exchange notes pursuant to the terms of the indenture, additional financing statements would be required to be filed to perfect the security interest in the assets of such subsidiaries. Depending on the type of the assets constituting after-acquired collateral, additional action may be required to be taken by the collateral agent for the exchange notes, or the collateral agent for our revolving credit facility, to perfect the security interest in such assets, such as the delivery of physical collateral, the execution of account control agreements or the execution and recordation of mortgages or deeds of trust. Applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent will monitor, or that we will inform the trustee or the collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent for the exchange notes and the collateral agent for our revolving credit facility have no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interests therein. Such failure may result in the loss of the security interest therein or the priority of the security interest in favor of the exchange notes and the guarantees against third parties.

The collateral is subject to casualty risks.

        We maintain insurance or otherwise insure against hazards in a manner that we believe is appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the pledged collateral, the insurance proceeds may not be sufficient to satisfy all of the secured obligations, including the exchange notes and the subsidiary guarantees.

There is no established trading market for the exchange notes, and you may not be able to sell them quickly or at the price that you paid.

        The exchange notes are a new issue of securities. There is no active public trading market for the exchange notes. We do not intend to apply for listing of the exchange notes on a security exchange or to arrange for quotation on any automated dealer quotation system. The initial purchaser has advised us that it intends to make a market in the exchange notes, but the initial purchaser is not obligated to do so. The initial purchaser may discontinue any market making in the exchange notes at any time, in

40

its sole discretion. As a result, we cannot assure you as to the liquidity of any trading market for the exchange notes.

        We also cannot assure you that you will be able to sell your exchange notes at a particular time or that the prices that you receive when you sell will be favorable. Future trading prices of the exchange notes will depend on many factors, including:

•

our operating performance and financial condition;

•

the interest of securities dealers in making a market; and

•

the market for similar securities.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the exchange notes will be subject to disruptions. Any disruptions may have a negative effect on holders of the exchange notes, regardless of our prospects and financial performance.

41

USE OF PROCEEDS

        We will not receive any proceeds from the exchange offer. Because we are exchanging the exchange notes for the private notes, which have substantially identical terms, the issuance of the exchange notes will not result in any increase in our indebtedness. The exchange offer is intended to satisfy our obligations under the Registration Rights Agreement.

42

CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2010. This table should be read in conjunction with "Summary Consolidated and Other Financial Data," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Use of Proceeds," "Description of Certain Indebtedness" and our historical consolidated financial statements, including the related notes, appearing elsewhere in this prospectus.

		As of June 30, 2010
		(unaudited)
		(in thousands)
Cash and cash equivalents		$	9,027
Debt:
	Revolving credit facility(1)		—
	Senior secured notes due 2017 (net of $3,607 discount)		206,393
	Note payable		49
	Capital leases		5,925
Total debt			212,367
Total stockholders' equity			68,216
Total capitalization		$	280,583

(1)

On May 13, 2010, our wholly-owned subsidiary, Oncure Medical entered into a revolving credit facility that provides for borrowing capacity in an initial amount of up to $40.0 million of revolving credit borrowings, which may be increased pursuant to the terms of the indenture governing the notes and the agreement governing the revolving credit facility. As of the date of this filing, the revolving credit facility was undrawn. See "Description of Certain Indebtedness".

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        Simultaneously with the issuance and sale of the private notes on May 13, 2010, we and the guarantors entered into a Registration Rights Agreement with the initial purchaser of the private notes. Under the Registration Rights Agreement, we, among other things, are required to:

•

file one or more registration statements no later than 270 days after the closing of the offering of the private notes, enabling holders of the private notes to exchange their unregistered notes for registered, publicly tradable notes with substantially identical terms;

•

cause the registration statement to become effective within 330 days after the closing of the offering of the private notes;

•

consummate the exchange offer within 30 business days after the registration statement is required to be declared effective; and

•

file a shelf registration statement for the resale of the private notes if we cannot effect the exchange offer within the time periods listed above.

        We are conducting the exchange offer to satisfy these obligations under the Registration Rights Agreement.

        Under some circumstances, we may be required to file and use our commercially reasonable efforts to cause to be declared effective by the SEC, in addition to or in lieu of the exchange offer registration statement, a shelf registration statement covering resales of the private notes. If we fail to meet specified deadlines under the Registration Rights Agreement, then we will be obligated to pay liquidated damages to holders of the private notes in the amount of a 0.25% per annum increase in the annual interest rate borne by the notes for the first 90-day period following such failure (which interest rate will increase by 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.0% per annum) until such failure is cured. See "Description of Exchange Notes—Registration Rights." A copy of the Registration Rights Agreement has been filed as an exhibit to the registration statement of which this prospectus is a part, and the summary of the material provisions of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the complete Registration Rights Agreement.

Terms of the Exchange Offer

        We are offering to exchange an aggregate principal amount of up to $210.0 million of exchange notes and guarantees thereof for a like aggregate principal amount of private notes and guarantees thereof. The form and the terms of the exchange notes are identical in all material respects to the form and the terms of the private notes except that the exchange notes will have been registered under the Securities Act and will not be subject to restrictions on transfer under the Securities Act.

        The exchange notes evidence the same debt as the private notes exchanged for the exchange notes and will be entitled to the benefits of the same indenture under which the private notes were issued, which is governed by New York law. For a complete description of the terms of the exchange notes, see "Description of Exchange Notes." We will not receive any cash proceeds from the exchange offer.

        The exchange offer is not extended to holders of private notes in any jurisdiction where the exchange offer would not comply with the securities or blue sky laws of that jurisdiction.

        As of the date of this prospectus, $210.0 million aggregate principal amount of private notes is outstanding and registered in the name of Cede & Co., as nominee for DTC. Only registered holders of the private notes, or their legal representatives and attorneys-in-fact, as reflected on the records of the trustee under the indenture, may participate in the exchange offer. We will not set a fixed record

44

date for determining registered holders of the private notes entitled to participate in the exchange offer. This prospectus, together with the letter of transmittal, is being sent to all registered holders of private notes and to others believed to have beneficial interests in the private notes.

        Upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal, we will accept for exchange private notes which are properly tendered on or before the expiration date and not withdrawn as permitted below. As used in this section of the prospectus entitled, "The Exchange Offer," the term "expiration date" means 5:00 p.m., New York City time, on                        , 2010. If, however, we, in our sole discretion, extend the period of time for which the exchange offer is open, the term "expiration date" means the latest time and date to which the exchange offer is so extended. Private notes tendered in the exchange offer must be in denominations of the principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

        If you do not tender your private notes or if you tender private notes that are not accepted for exchange, your private notes will remain outstanding and continue to accrue interest absent any rights under the Registration Rights Agreement. Existing transfer restrictions would continue to apply to private notes that remain outstanding. See "—Consequences of Failure to Exchange Private Notes" and "Risk Factors—If you do not properly tender your private notes, you will continue to hold unregistered private notes and your ability to transfer those private notes will be restricted." for more information regarding private notes outstanding after the exchange offer. Holders of the private notes do not have any appraisal or dissenters' rights in connection with the exchange offer.

        Neither we, our board of directors or our management, nor the guarantors, their respective boards of directors or their management, nor the exchange agent nor the trustee for the private and exchange notes recommends that you tender or not tender private notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender private notes in the exchange offer and, if you decide to tender, the aggregate amount of private notes to tender. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

        We have the right, in our reasonable discretion and in accordance with applicable law, at any time:

•

to extend the expiration date;

•

to delay the acceptance of any private notes or to terminate the exchange offer and not accept any private notes for exchange if we determine that any of the conditions to the exchange offer described below under "—Conditions to the Exchange Offer" have not occurred or have not been satisfied; and

•

to amend the terms of the exchange offer in any manner.

        During an extension, all private notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us.

        We will give oral (promptly confirmed in writing) or written notice of any extension, delay, non-acceptance, termination or amendment to the exchange agent as promptly as practicable and make a public announcement of the extension, delay, non-acceptance, termination or amendment. In the case of an extension, the announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        If we amend the exchange offer in a manner that we consider material, we will as promptly as practicable distribute to the holders of the private notes a prospectus supplement or, if appropriate, an updated prospectus from a post-effective amendment to the registration statement of which this prospectus is a part disclosing the change and extending the exchange offer for a period of five to ten business days, depending upon the significance of the amendment of the exchange offer and the

45

manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.

Procedures for Tendering Private Notes

Valid Tender

        Only a holder of private notes may tender private notes in the exchange offer. Your tender, if not withdrawn prior to 5:00 p.m., New York City time, on the expiration date and if accepted by us, will constitute a binding agreement between us and you upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal.

        Except as described below under "—Guaranteed Delivery," if you wish to tender your private notes for exchange, you must, on or prior to the close of business on the expiration date:

•

transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, to the exchange agent at the address provided below under "—Exchange Agent"; or

•

if private notes are tendered in accordance with the book-entry procedures described below under "—Book-Entry Transfers," arrange with DTC to cause an agent's message to be transmitted to the exchange agent at the address provided below under "—Exchange Agent."

        The term "agent's message" means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we and the guarantors may enforce the letter of transmittal against that holder.

        In addition, on or prior to the expiration date:

•

the exchange agent must receive the certificates for the private notes being tendered;

•

the exchange agent must receive a confirmation, referred to as a "book-entry confirmation," of the book-entry transfer of the private notes being tendered into the exchange agent's account at DTC, and the book-entry confirmation must include an agent's message; or

•

you must comply with the guaranteed delivery procedures described below under "—Guaranteed Delivery."

        If you beneficially own private notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your private notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the private notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

The method of delivery of the certificates for the private notes, the letter of transmittal and all other required documents is at your election and risk. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to assure delivery to the exchange agent on or before the expiration date. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent. Do not send letters of transmittal or private notes to us or any guarantor.

        We will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal or by causing the transmission of an agent's message, waives any right to receive any notice of the acceptance of such tender.

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Signature Guarantees

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an "Eligible Guarantor Institution" within the meaning of Rule 17Ad-15 under the Exchange Act unless the private notes surrendered for exchange are tendered:

•

by a registered holder of private notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible institution.

        An "eligible institution" is a firm or other entity which is identified as an "Eligible Guarantor Institution" in Rule 17Ad-15 under the Exchange Act, including:

•

a bank;

•

a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;

•

a credit union;

•

a national securities exchange, registered securities association or clearing agency; or

•

a savings association.

        If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution.

        If private notes are registered in the name of a person other than the signer of the letter of transmittal, the private notes surrendered for exchange must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us and the guarantors in our sole discretion, duly executed by the registered holder with the holder's signature guaranteed by an eligible institution, and must also be accompanied by such opinions of counsel, certifications and other information as we and the guarantors or the trustee under the indenture for the private notes may require in accordance with the restrictions on transfer applicable to the private notes.

Book-Entry Transfers

        For tenders by book-entry transfer of private notes cleared through DTC, the exchange agent will make a request to establish an account at DTC for purposes of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of private notes by causing DTC to transfer the private notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program, or ATOP, procedures to tender private notes. Accordingly, any participant in DTC may make book-entry delivery of private notes by causing DTC to transfer those private notes into the exchange agent's account at DTC in accordance with DTC's ATOP procedures.

        Notwithstanding the ability of holders of private notes to effect delivery of private notes through book-entry transfer at DTC, either:

•

the letter of transmittal or an agent's message in lieu of the letter of transmittal, with any required signature guarantees and any other required documents, such as endorsements, bond powers, opinions of counsel, certifications and powers of attorney, if applicable, must be transmitted to and received by the exchange agent on or prior to the expiration date at the address given below under "—Exchange Agent"; or

•

the guaranteed delivery procedures described below must be complied with.

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Guaranteed Delivery

        If you elect to tender your private notes and (i) your private notes are not immediately available or (ii) you cannot deliver the private notes, the letter of transmittal or other required documents to the exchange agent on or prior the expiration date, you must tender your private notes according to the guaranteed delivery procedures set forth in the prospectus. You may have such tender effected if:

•

the tender is made by or through an eligible institution;

•

prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent has received from such eligible institution a properly completed and duly executed Notice of Guaranteed Delivery, setting forth the name and address of the holder, the certificate number(s) of such private notes and the principal amount of private notes tendered for exchange, stating that tender is being made thereby and guaranteeing that, within three NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery, the letter of transmittal (or facsimile thereof), together with the certificate(s) representing such private notes (or a book entry confirmation and an Agent's message), in proper form for transfer, and any other documents required by the letter of transmittal, will be deposited by such eligible institution with the Exchange Agent; and

•

a properly executed letter of transmittal (or facsimile thereof), as well as the certificate(s) for all tendered private notes in proper form for transfer or a book-entry confirmation and an Agent's message, together with any other documents required by the letter of transmittal, are received by the Exchange Agent within three NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery.

Determination of Validity

        We, in our sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered private notes. The determination of these questions by us, as well as our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. A tender of private notes is invalid until all defects and irregularities have been cured or waived. Holders must cure any defects and irregularities in connection with tenders of private notes for exchange within such reasonable period of time as we and the guarantors will determine, unless they waive the defects or irregularities. None of us, any of our respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any defects or irregularities in tenders, nor will any of them be liable for failing to give any such notice.

        We reserve the absolute right, in our sole and absolute discretion:

•

to reject any tenders determined to be in improper form or unlawful;

•

to waive any of the conditions of the exchange offer; and

•

to waive any condition or irregularity in the tender of private notes by any holder, whether or not we waive similar conditions or irregularities in the case of other holders.

        If any letter of transmittal, certificate, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by us, the person must submit proper evidence satisfactory to us, in our sole discretion, of the person's authority to so act.

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Acceptance of Private Notes for Exchange; Delivery of Exchange Notes

        Upon satisfaction or waiver of all of the conditions to the exchange offer, we will, promptly after the expiration date, accept all private notes properly tendered and issue exchange notes registered under the Securities Act. See "—Conditions to the Exchange Offer" for a discussion of the conditions that must be satisfied or waived before private notes are accepted for exchange. The exchange agent might not deliver the exchange notes to all tendering holders at the same time. The timing of delivery depends upon when the exchange agent receives and processes the required documents.

        For purposes of the exchange offer, we will be deemed to have accepted properly tendered private notes for exchange when we give oral or written notice to the exchange agent of acceptance of the tendered private notes, with written confirmation of any oral notice to be given promptly thereafter. The exchange agent is our agent for receiving tenders of private notes, letters of transmittal and related documents.

        For each private note accepted for exchange, the holder will receive an exchange note registered under the Securities Act having a principal amount equal to, and in the denomination of, that of the surrendered private note. Accordingly, registered holders of exchange notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the private notes. Private notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer.

        In all cases, we will issue exchange notes in the exchange offer for private notes that are accepted for exchange only after the exchange agent timely receives:

•

certificates for those private notes or a timely book-entry confirmation of the transfer of those private notes into the exchange agent's account at DTC;

•

a properly completed and duly executed letter of transmittal or an agent's message; and

•

all other required documents, such as endorsements, bond powers, opinions of counsel, certifications and powers of attorney, if applicable.

        If for any reason under the terms and conditions of the exchange offer we do not accept any tendered private notes, or if a holder submits private notes for a greater principal amount than the holder desires to exchange, we will return the unaccepted or non-exchanged private notes without cost to the tendering holder promptly after the expiration or termination of the exchange offer. In the case of private notes tendered by book-entry transfer through DTC, any unexchanged private notes will be credited to an account maintained with DTC.

Resales of Exchange Notes

        Based on interpretive letters issued by the SEC staff to other, unrelated issuers in transactions similar to the exchange offer, we believe that a holder of exchange notes, other than a broker-dealer, may offer exchange notes (together with the guarantees thereof) for resale, resell and otherwise transfer the exchange notes (and the related guarantees) without delivering a prospectus to prospective purchasers, if the holder acquired the exchange notes in the ordinary course of business, has no intention of engaging in a "distribution," as defined under the Securities Act, of the exchange notes and is not an "affiliate," as defined under the Securities Act, of ours or any guarantor. We will not seek our own interpretive letter. As a result, we cannot assure you that the SEC staff would take the same position with respect to this exchange offer as it did in interpretive letters to other parties in similar transactions.

        If the holder is an affiliate of ours or any guarantor or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the exchange

49

notes, that holder or other person may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        By tendering private notes, you will represent to us and the guarantors that, among other things:

•

you are not an "affiliate," as defined under Rule 405 under the Securities Act, of us or any guarantor;

•

you are acquiring the exchange notes in your ordinary course of business;

•

you are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in a distribution of the exchange notes within the meaning of the Securities Act; and

•

you are not acting on behalf of any person who could not truthfully make the foregoing representations.

        Any broker-dealer that holds private notes acquired for its own account as a result of market-making activities or other trading activities (other than private notes acquired directly from us) may exchange those private notes pursuant to the exchange offer; however, such broker-dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the exchange notes received by such broker-dealer in the exchange offer. To date, the SEC has taken the position that broker-dealers may use a prospectus such as this one to fulfill their prospectus delivery requirements with respect to resales of exchange notes received in an exchange such as the exchange pursuant to the exchange offer, if the private notes for which the exchange notes were received in the exchange were acquired for their own accounts as a result of market-making or other trading activities. Any profit on these resales of exchange notes and any commissions or concessions received by a broker-dealer in connection with these resales may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution and Selling Restrictions" for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer and the exchange notes.

Withdrawal Rights

        You can withdraw tenders of private notes at any time prior to the expiration date. For a withdrawal to be effective, you must deliver a written notice of withdrawal to the exchange agent or comply with the appropriate procedures of ATOP. Any notice of withdrawal must:

•

specify the name of the person that tendered the private notes to be withdrawn;

•

identify the private notes to be withdrawn, including the principal amount of such private notes;

•

include a signed statement that you are withdrawing your election to have your securities exchanged; and

•

where certificates for private notes are transmitted, include the name of the registered holder of the private notes if different from the person withdrawing the private notes.

        If you delivered or otherwise identified certificated private notes to the exchange agent, you must submit the serial numbers of the private notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of private notes tendered for the account of an eligible institution. See "The Exchange Offer—Procedures for Tendering Private Notes—Signature Guarantees" for further information on the requirements for guarantees of signatures on notices of withdrawal. If you tendered private notes in accordance with applicable book-entry

50

transfer procedures, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn private notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, private notes properly withdrawn may again be tendered at any time on or prior to the expiration date in accordance with the procedures described under "The Exchange Offer—Procedures for Tendering Private Notes."

        We will determine, in our sole discretion, all questions regarding the validity, form and eligibility, including time of receipt, of notices of withdrawal. Their determination of these questions as well as their interpretation of the terms and conditions of the exchange offer (including the letter of transmittal) will be final and binding on all parties. None of we, any of our respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will any of them be liable for failing to give any such notice.

        Withdrawn private notes will be returned to the holder as promptly as practicable after withdrawal without cost to the holder. In the case of private notes tendered by book-entry transfer through DTC, the private notes withdrawn will be credited to an account maintained with DTC.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or to issue exchange notes in exchange for, any private notes, and we may terminate or amend the exchange offer if, at any time prior to the expiration date, we determine that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

        The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as many times as we choose, in our sole discretion. The foregoing rights are not deemed waived because we fail to exercise them, but continue in effect, and we may still assert them whenever or as many times as we choose. If we determine that a waiver of conditions materially changes the exchange offer, the prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, as described under "—Terms of the Exchange Offer."

        In addition, at a time when any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended, we will not accept for exchange any private notes tendered, and no exchange notes will be issued in exchange for any such private notes.

        If we are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction, the Registration Rights Agreement requires that we file a shelf registration statement to cover resales of the private notes by the holders thereof who satisfy specified conditions relating to the provision of information in connection with the shelf registration statement. See "Description of Exchange Notes—Registration Rights."

Exchange Agent

        We have appointed Wilmington Trust FSB as exchange agent for the exchange offer. You should direct questions and requests for assistance with respect to exchange offer procedures, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent. Holders of private notes seeking to (1) tender private notes in the exchange offer should send certificates for private notes, letters of transmittal and any other required documents and/or (2) withdraw such tendered private notes should send such required

51

documentation (in accordance with the procedures described under "The Exchange Offer—Withdrawal Rights") to the exchange agent by hand-delivery, registered or certified first-class mail (return receipt requested), telecopier or any courier guaranteeing overnight delivery, as follows:

By Mail, Hand or Overnight Delivery:	By Facsimile:
Wilmington Trust FSB c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-1626	(302) 636-4139 For Information or Confirmation by Telephone: Sam Hamed (302) 636-6181

        If you deliver the letter of transmittal or any other required documents to an address or facsimile number other than as indicated above, your tender of private notes will be invalid.

Fees and Expenses

        The Registration Rights Agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, fees and disbursements of the trustee under the indenture, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of private notes and for handling or tendering for those clients.

        We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of private notes pursuant to the exchange offer.

Transfer Taxes

        Holders who tender their private notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, exchange notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the private notes tendered, or if a transfer tax is imposed for any reason other than the exchange of private notes in connection with the exchange offer, then any such transfer taxes, whether imposed on the registered holder or on any other person, will be payable by the holder or such other person. If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

        The exchange notes will be recorded at the same carrying value as the private notes. Accordingly, we will not recognize any gain or loss for accounting purposes. We intend to record the expenses of this exchange offer as incurred and those associated with the issuance of the private notes over the term of the exchange notes.

Consequences of Failure to Exchange Private Notes

        You do not have any appraisal or dissenters' rights in the exchange offer. Private notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer,

52

remain outstanding and continue to be subject to the provisions in the indenture regarding the transfer and exchange of the private notes and the existing restrictions on transfer set forth in the legends on the private notes. In general, the private notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Following the consummation of the exchange offer, except in limited circumstances with respect to specific types of holders of private notes, we and the guarantors will have no further obligation to provide for the registration under the Securities Act of the private notes. See "Description of Exchange Notes—Registration Rights." We do not currently anticipate that we will take any action following the consummation of the exchange offer to register the private notes under the Securities Act or under any state securities laws.

        The exchange notes and any private notes which remain outstanding after consummation of the exchange offer will vote together for all purposes as a single class under the indenture.

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SELECTED CONSOLIDATED FINANCIAL DATA

        The following selected consolidated financial data as of the end of and for each of the five years in the period ended December 31, 2009 is derived from our audited consolidated financial statements as of such dates and for such years, which, in the case of the audited consolidated financial statements as of December 31, 2008 and 2009 and for the years ended December 31, 2007, 2008 and 2009 are included elsewhere in this prospectus. The following selected consolidated financial and other data as of June 30, 2009 and 2010 and for each of the six months ended June 30, 2009 and 2010 are derived from our unaudited consolidated financial statements as of such date and for such periods, which are included elsewhere in this prospectus. In the opinion of management, the unaudited consolidated financial information includes all adjustments considered necessary for a fair presentation of this information. The selected financial information for the six months ended June 30, 2010 is not necessarily indicative of the results of operations that can be expected for the year ended December 31, 2010 or for any other interim period. You should read the selected historical consolidated financial data together with "Non-GAAP Financial Measures," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements, including the related notes, included elsewhere in this prospectus.

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		Six Months Ended June 30,						Year Ended December 31,
		2009			2010			2005(1)			2006(2)			2006(3)			2007			2008			2009
		(unaudited)
								(in thousands)
Statement of Operations Data:
Net revenue		$	55,143		$	48,744		$	40,262		$	42,307		$	27,168		$	85,718		$	108,684		$	106,757
Cost of operations:
	Salaries and benefits		18,533			18,581			13,510			16,704			10,466			33,533			37,933			35,738
	Depreciation and amortization		9,447			9,262			4,503			4,408			5,086			15,662			18,110			18,718
	General and administrative expenses		15,125			18,324			13,705			23,170			13,903			29,134			39,696			32,138
Total operating expenses			43,105			46,167			31,718			44,282			29,455			78,329			95,739			86,594
Income (loss) from operations			12,038			2,577			8,544			(1,975	)		(2,287	)		7,389			12,945			20,163
Other income (expense):
	Interest expense		(8,485	)		(9,466	)		(5,032	)		(6,271	)		(6,229	)		(17,486	)		(18,258	)		(16,726	)
	Debt extinguishment cost		—			(2,932	)		—			—			—			—			—			—
	Loss on interest rate swap		(285	)		(267	)		—			—			(311	)		(1,860	)		(3,372	)		(916	)
	Equity interest in net earnings of joint venture		458			297			—			—			—			959			1,144			738
	Interest and other (expense) income, net		(138	)		(244	)		(1,751	)		(636	)		(373	)		(52	)		200			(250	)
Total other expense			(8,450	)		(12,612	)		(6,783	)		(6,907	)		(6,913	)		(18,439	)		(20,286	)		(17,154	)
Income (loss) from continuing operations before income taxes			3,588			(10,035	)		1,761			(8,882	)		(9,200	)		(11,050	)		(7,341	)		3,009
Income tax (expense) benefit			(1,973	)		3,767			78			60			1,573			3,920			2,990			(1,654	)
Income (loss) from continuing operations			1,615			(6,268	)		1,839			(8,822	)		(7,627	)		(7,130	)		(4,351	)		1,355
Discontinued operations, net of tax:
	Impairment loss resulting from discontinued operations		—			—			—			—			—			—			(4,065	)		—
	Income from discontinued operations		—			—			133			108			20			155			29			—
Net income (loss)		$	1,615		$	(6,268	)	$	1,972		$	(8,714	)	$	(7,607	)	$	(6,975	)	$	(8,387	)	$	1,355
Statement of Cash Flows Data:
Cash flows provided by (used in):
	Operating activities		7,314			5,681			8,668			2,644			(629	)		11,562			10,720			16,873
	Investing activities		(3,649	)		(1,975	)		(10,755	)		(63,753	)		(112,444	)		(26,438	)		(59,254	)		(5,974	)
	Financing activities		(7,289	)		(44	)		860			60,838			113,777			15,179			56,873			(14,880	)
Capital expenditures:
Property and equipment			4,240			2,333			4,535			3,324			3,683			8,064			14,190			7,177
Balance Sheet Data:
Cash					$	9,027		$	291					$	704		$	1,007		$	9,346		$	5,365
Property and equipment, net						38,155			20,915						38,045			41,313			46,953			41,959
Management service agreements, net						55,328			—						81,480			72,616			65,690			58,769
Total assets						318,183			69,800						267,164			281,876			332,025			317,186
Total long-term debt and capital lease obligations						212,367			41,551						135,137			159,018			216,783			203,444
Total stockholders' equity						68,216			20,984						86,005			79,191			71,720			74,102

(1)

Oncure Medical Corp. ("Predecessor").

(2)

January 1, 2006 through August 18, 2006 (Predecessor)

(3)

August 19, 2006 through December 31, 2006, OnCure Holdings, Inc. ("Successor")

In July 2006, OnCure Holdings, Inc. and its wholly-owned subsidiary, OnCURE Acquisition Sub, Inc., entered into an agreement and plan of merger with Oncure Medical Corp. pursuant to which OnCURE Acquisition Sub, Inc. was to merge with and into Oncure Medical Corp. continuing as the surviving corporation. On August 18, 2006, the merger transaction was consummated and Oncure Medical Corp. became a wholly owned subsidiary of OnCure Holdings, Inc. In the transaction, all of the former stockholders of Oncure Medical Cop., including certain members of management, received cash for the common stock, preferred stock, and stock options of Oncure Medical Corp., except as noted below.

The assets acquired and liabilities assumed by the Successor were recorded at their estimated fair values at the date of the acquisition. The total purchase price was approximately $211.6 million, which included cash consideration paid to Predecessor shareholders of $101.0 million, stock options in the Successor plan valued at $1.9 million granted to Predecessor option holders in lieu of cash, debt assumed and retired of $106.3 million and aggregate acquisition expenses incurred by the Successor of $2.5 million. The transaction was financed with $1.7 million in preferred stock, $88.8 million in common stock, $1.9 million stock options, and $135.4 million of debt principally with the Predecessor's primary lender.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the related notes for the years ended December 31, 2007, 2008 and 2009, included elsewhere in this prospectus. This section of the prospectus contains forward-looking statements that involve substantial risks and uncertainties, such as statements about our plans, objectives, expectations and intentions. We use words such as "expect," "anticipate," "plan," "believe," "seek," "estimate," "intend," "future" and similar expressions including the list in the section entitled "Cautionary Statements Regarding Forward Looking Statements" to identify forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including as a result of some of the factors described below and in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" included elsewhere in this prospectus. You are cautioned not to place undue reliance on these forward-looking statements, which apply on and as of the date of this prospectus. You should read the following discussion together with the section entitled "Risk Factors," "Selected Consolidated Financial Data" and the audited consolidated financial statements, including the related notes, appearing elsewhere in this prospectus.

Overview

Business Overview

        We are a leading manager of radiation oncology treatment centers for cancer patients. We partner with leading radiation oncology groups and their radiation oncologists to offer cancer patients a comprehensive range of radiation oncology treatment alternatives, including most traditional and next generation services. We provide business services to a network of 14 affiliated physician groups that treat cancer patients at our 37 radiation oncology treatment centers, making us one of the largest, strategically located networks of radiation oncology service providers. We believe that our unique physician partnership business model, market leadership in targeted geographic regions, leading clinical and technological platforms, strong track record of treatment center operating performance and proven and experienced management team provides us with a significant competitive advantage in the radiation therapy market.

        We are one of the largest companies in the United States focused on partnering with radiation oncology groups through management services agreements, or MSAs. Through our MSAs, we manage and administer the non-medical business functions of our treatment centers, such as physician succession planning, technical staff recruiting, marketing, managed care contracting, receivables management, compliance, purchasing, information systems, accounting and human resource management, which allows our physician partners to focus primarily on providing patient care and treatment center growth including expansion of their group's services. We enter into long-term MSAs with established radiation oncology physician groups, which are designed to ensure the physicians' business interests are aligned with our own. We currently partner with 14 affiliated physician groups consisting of approximately 70 physicians, who on average have over 15 years of experience. In compliance with applicable law, our affiliated physician groups and their physicians retain full control over the clinical aspects of patient care in our treatment centers. We believe that we attract and retain leading radiation oncology groups and their physicians largely due to this partnership model, the benefits of scale and our commitment to clinical excellence. By establishing relationships with highly qualified, well-respected radiation oncology groups and their physicians, we believe that we receive ongoing benefits as a result of giving referring physicians and their patients a high level of confidence in the capabilities of our affiliated physician groups.

        We have built a provider network focused on targeted geographic regions and have established leading market positions within these regions. Our network of 37 treatment centers is located in 37

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markets and includes 15 treatment centers in California, 18 treatment centers in Florida and four treatment centers in Indiana. We believe we hold the top market share in California and second leading market share in Florida. We believe these two states are two of the most attractive markets in the United States for cancer treatment providers due to the large and growing senior populations and the high incidence of cancer. Our targeted regional focus allows us to build a leading market presence that enables us to drive efficiencies through economies of scale and fixed cost leverage. In addition, we believe our significant position in local markets creates strong barriers to entry.

        We believe that our treatment centers are equipped with leading clinical and technological platforms, which allows our physician partners to provide cancer patients the highest quality of care through clinically advanced treatment options. The early and continual adoption of cutting-edge technology by our physician partners has enabled sharing of this knowledge and best practices across our network quickly to drive superior clinical results. Early adoption and appropriate utilization of these next generation technologies have also resulted in more attractive reimbursement rates for our affiliated physician groups. We believe our clinical and technological platform provides us with a significant competitive advantage in attracting new physician groups and is appealing to referral sources, patients and payors.

        Since our inception, we have built a leading network of radiation oncology treatment centers that has resulted in increased net revenue and Adjusted EBITDA growth. Since the beginning of 2007, we have acquired 11 new treatment centers. Between fiscal years 2007 to 2009, our net revenue, operating income and Adjusted EBITDA have grown at compounded annual growth rates of 11.6%, 65.2% and 14.0%, respectively through a combination of organic growth and acquisition. We believe that attractive long-term trends in our industry, our unique business model, our clinical excellence and our leading market position differentiates us from our competitors and positions us well for continued future growth.

        For the six months ended June 30, 2010, our net revenue, operating income and Adjusted EBITDA were $48.7 million, $2.6 million and $17.0 million, respectively, compared to $55.1 million, $12.0 million and $20.3 million, respectively, for the same period in 2009. The year-over-year decline in net revenue, operating income and Adjusted EBITDA was principally due to a decrease in patient treatments as a result of broad economic factors and the replacement of linacs at two single linac treatment centers, which caused a temporary closure of one treatment center and reduced IMRT utilization at the second treatment center. In addition, due to the location of one of these treatment centers, we were unable to transfer patients from that temporarily closed center to other of our treatment centers. One of the two centers returned to normal operations in May 2010 and the other returned to normal operations in August 2010.

Our Services

        Radiation oncology treatments are primarily performed with a linear accelerator, or linac, which uses high-energy photons or electrons to destroy the tumor. Courses of treatment typically last from four to nine weeks. In advance of the actual treatments, a typical patient is provided the following services: (i) the patient is examined, counseled and advised of treatment options by a radiation oncologist; (ii) the agreed upon course of treatment is planned by a physicist under the oncologist's direction; (iii) a trained dosimetrist designs and verifies that the treatment plan's radiation dose and targeting are properly calibrated in the software that controls the linac; (iv) a trained radiation therapy technologist assists the patient to, and positions the patient on, the linac and (v) the technologist verifies the planned dose and beam target before delivering the radiation oncology treatment. Through the use of our treatment centers and equipment, our affiliated physician groups offer a wide array of radiation oncology treatments to cancer patients. The radiation oncologists maintain full control over the provision of medical services at our treatment centers while we manage the non-medical business functions, such as physician succession planning, technical staff recruiting, marketing, managed care

57

contracting, receivables management and compliance, purchasing, information systems, accounting and human resource management. Many of our radiation oncology treatment centers also offer support services designed to enhance the patient experience such as support groups, psychological and nutritional counseling and transportation assistance.

        Each of our treatment centers is designed and equipped to provide a comprehensive array of outpatient programs necessary to treat a cancer patient with radiation therapy. Our treatment centers provide a wide variety of radiation oncology services, including:

•

Conventional Beam Therapy, or CBT:  The dominant form of radiation oncology treatment, which results in relatively high radiation exposure with limited precision. CBT enables radiation oncologists to utilize linac machines to direct radiation beams at the tumor location.

•

Intensity Modulated Radiation Therapy, or IMRT:  Enables radiation oncologists to adjust the intensity of the radiation dose and conform the beam along the entire surface of the tumor. IMRT can also be programmed to angle beams of radiation around normal tissue, thereby sparing healthy organs and reducing side effects.

•

Image Guided Radiation Therapy, or IGRT:  Enables radiation oncologists to utilize imaging at the time of treatment to localize tumors and to accurately conform to the contour of a tumor from any angle.

        In addition to the above mentioned therapies, we also offer other advanced services, including:

•

Positron Emission Tomography—Computed Tomography, or PET/CT:  Involves the injection of radioactive isotopes into a patient to obtain images of metabolic physiologic processes. The application of PET in the detection of cancer has become significant in the last two years, as it is the first diagnostic procedure that can detect and monitor a patient's metabolic malignancies. PET/CT provides information that is not available with other medical imaging and combines the metabolic cancer cells detection of PET with an anatomical picture of the tumor on a CT.

•

High Dose Rate Brachytherapy:  Enables radiation oncologists to treat cancer by internally delivering higher doses of radiation directly to the cancer.

•

Simulation, Dosimetry and Three Dimensional Conformal Treatment Planning:  Permits accurate, three-dimensional rendering of the tumor and surrounding normal organs in order to facilitate an efficient treatment plan maximizing radiation exposure of cancerous tissue and minimizing exposure of healthy tissue.

•

Prostate Implantation:  Involves the use of palladium and iodine "seeds" and other radioactive implants (radioactive isotopes) in the treatment of prostate cancer while sparing the nearby organs and structures.

•

Stereotactic Radiosurgery, or SRS:  Enables delivery of concentrated, precise, high dose radiation beams to localized tumors. Historically, SRS was used primarily for contained lesions of the brain but recent advancements in imaging technologies have allowed more types of tumors to be targeted, therefore broadening the use of stereotactic radiosurgery for extra-cranial cancers.

•

Cyber Knife:  A SRS device with a linac mounted on a robotic arm. Through the use of image guidance cameras, the cyber knife system locates the position of the tumor. The linac attached to the robotic arm delivers multiple beams of radiation that converge at the tumor site. Thus, the tumor receives a concentrated dose of radiation while minimizing exposure to surrounding normal tissue. With sub-millimeter accuracy, the cyber knife is used to treat vascular abnormalities, tumors and cancers of the body.

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Net Revenue and Expenses

        Net Revenue.    We generate net revenue pursuant to long-term MSAs with affiliated physician groups. Pursuant to these MSAs, we manage and administer the non-medical business functions of our treatment centers, such as physician succession planning, technical staff recruiting, marketing, managed care contracting, receivables management, compliance, purchasing, information systems, accounting and human resource management. In return we earn a management fee based on a fixed percentage of the earnings of each treatment center, with the exception of one MSA in California, under which we earn our management fee based on a fixed percentage of the affiliated physician group's net revenue.

        Operating Expenses.    Our operating expenses consist principally of (i) the salaries and benefits we pay to our employees, including our management, billing and collections staff, administrative staff, marketing group and the professionals and employees working at our treatment centers other than the radiation oncologists; (ii) general and administrative expenses, including maintenance, rent, bad debt expense, utilities, insurance and other expenses for our corporate and administrative offices and treatment centers; and (iii) depreciation and amortization.

Factors Affecting our Growth

        We seek to drive growth by increasing our same-center operating performance, acquiring and developing new treatment centers in both our current and new markets, leveraging our strengths to contract with additional third-party payors on favorable terms, capitalizing on our receivables management expertise to maximize collections and benefitting from payors' increased acceptance of, and reimbursement for, next generation treatment technologies.

Same-Center Growth

        Referral source development, optimizing the utilization of new technologies, more efficient utilization of treatment center resources, a stable reimbursement environment and experienced management have resulted in our ability to maintain our financial performance. We have had success driving same-center growth through our proactive referral marketing programs, further advancements in web-based marketing, targeted physician recruitment and third-party payor negotiations. Our investment in, and implementation of, new state-of-the-art equipment has also helped drive same-center growth.

Acquisitions and Developments

        We expect to continue to acquire and develop treatment centers in connection with the implementation of our growth strategy. Since 2005, we have acquired 23 radiation oncology treatment centers, which are summarized in the following table:

		Number of Treatment Centers for the Year Ended December 31,
		2005		2006		2007		2008		2009
Treatment centers:
	California(1)		8		16		17		16		15
	Florida		8		12		16		18		18
	Indiana		—		—		—		4		4

(1)

Reflects the closure of two treatment centers.

        Since the beginning of 2007 we have acquired 11 treatment centers for approximately $66.6 million plus transaction expenses.

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        On July 1, 2008, the Company acquired the assets of a radiation treatment center in Indiana previously held by ROA Associates, LLP whose financial statements are included herein.

        The operations of the foregoing acquisitions have been included in the accompanying consolidated statements of income from the respective dates of each acquisition. When we acquire a treatment center, the purchase price is allocated to the assets acquired and liabilities assumed based upon their respective values on the acquisition date. The excess of the purchase price over the fair value of net assets acquired is allocated to goodwill. We believe the fair values assigned to the assets acquired and liabilities assumed were based on reasonable assumptions. We do not currently have any binding commitments or agreements to make any acquisitions.

Third-Party Contracting

        Our affiliated physician groups receive payments for their services and treatments rendered to patients covered by third-party payors. Most of our affiliated physician groups' revenue from third-party payors is from managed care organizations and is attributable to contracts we have negotiated with them. We believe that the scale of our treatment center network improves our ability to negotiate more attractive agreements with these payors. These agreements specify fixed fees for services provided at our treatment centers, and give the managed care organization the ability to market access to our affiliated physician groups and physicians to their members. This is a benefit to the managed care organization, and also gives our affiliated physician groups access to a larger pool of potential patients.

Receivables Management

        Our affiliated physician groups provide radiation therapy services under a significant number of different professional and technical codes, which determine reimbursement. Our affiliated physician groups rely on us to manage the complex coding, billing and collections process. Fees billed to contracted third-party payors and government sponsored programs are automatically adjusted to the allowable payment amount at the time of billing. For third-party payors with whom we do not have contracts and self-pay patients, the amount we expect will be paid for services is estimated and recorded at the time of billing. We revise these estimates at the time billings are collected for any actual differences in the amount received and the net billings due.

        Our billing office staff expedites the payment process using a number of methods, including electronic inquiries, phone calls and automated letters, which helps to facilitate timely payment by the relevant payor. We routinely prepare aging reports for accounts receivable by date of billing. Our collection team then utilizes these reports to assess and determine the payors requiring additional focus and collection efforts. Our accounts receivable exposure on Medicare, Medicaid and third-party payor balances are largely limited to contractual adjustments. Our exposure to bad debts on balances relating to these types of payors historically has been de minimis.

        In the event of denial of payment, we follow the payor's standard appeals process, both to secure payment and to lobby the payors, as appropriate, to modify their medical policies to expand coverage for the newer and more advanced treatment services that we provide. If all reasonable collection efforts with these payors have been exhausted by our central billing office staff, the account receivable is written off to the contractual allowance.

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Sources of our Affiliated Physician Groups' Net Revenue By Payor

        Our affiliated physician groups' net revenue is summarized by payor source in the following table:

	Six Months Ended June 30,						Year Ended December 31,
	2009			2010			2007			2008			2009
Third-party payors		58	%		54	%		49	%		53	%		55	%
Medicare		37	%		38	%		46	%		42	%		39	%
Medicaid		4	%		6	%		4	%		4	%		5	%
Self-pay		1	%		2	%		1	%		1	%		1	%

        Our affiliated physician groups receive payments for their services and treatments rendered to patients covered by Medicare, Medicaid, third-party payors and self-pay. Generally, our affiliated physician groups' net revenue is impacted by a number of factors, including the payor mix, the number and nature of procedures performed and the rate of payment for the procedures.

        Third-Party Payors.    Third-party payors include private health insurance as well as related payments for co-insurance and co-payments. Most of our affiliated physician groups' third-party payor revenue is attributable to contracts where a set fee is negotiated relative to services provided by our treatment centers. We do not have any contracts that individually represent over 5% of our affiliated physician groups' net revenue. Although the terms and conditions of our managed care contracts vary, they are typically for terms of less than five years and provide for automatic renewals. If payments by managed care organizations and other third-party payors decrease then our net revenue and net income could decrease.

        Medicare and Medicaid.    Since cancer disproportionately affects elderly people, a significant portion of our affiliated physician groups' net revenue is derived from the Medicare program as well as related co-payments. Medicare reimbursement rates are determined by the Center for Medicare and Medicaid Services, or CMS, and are typically lower than our rates to third-party payors and self-pay patients. Further, Medicaid reimbursement rates are typically lower than Medicare rates. Government sponsored programs generally reimburse on a fee-for-service basis based on a predetermined reimbursement rate schedule. Medicare reimbursement rates are determined by a formula that typically changes on an annual basis. We depend on payments from government sources and any changes in Medicare or Medicaid programs could result in a decrease in our net revenue and net income.

        Self-Pay.    Self-pay consists of payments for treatments by patients not otherwise covered by Medicare, Medicaid and third-party payors. The amount of our affiliated physician groups' net revenue derived from self-pay has been approximately 1% in each of the last three years and 1% and 2% for the six months ended June 30, 2009 and 2010, respectively.

Seasonality

        Our results of operations historically have fluctuated on a quarterly basis and can be expected to continue to fluctuate. Some of the patients of our Florida treatment centers are part-time residents in Florida during the winter months. Hence, these treatment centers have historically experienced higher utilization rates during the winter months than during the remainder of the year. In addition, referrals are typically lower in the summer months due to traditional vacation periods.

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Results of Operations

        The following summary results of operations data are qualified in their entirety by reference to, and should be read in conjunction with, our audited consolidated financial statements, the accompanying notes and other financial information included in this prospectus.

        The following table presents summaries of results of operations for the six months ended June 30, 2009 and 2010 and for the years ended December 31, 2007, 2008 and 2009:

		Six Months Ended June 30,						Year Ended December 31,
		2009			2010			2007			2008			2009
		(unaudited)
		(in thousands)
Statement of Operations Data:
Net revenue		$	55,143		$	48,744		$	85,718		$	108,684		$	106,757
Cost of operations:
	Salaries and benefits		18,533			18,581			33,533			37,933			35,738
	Depreciation and amortization		9,447			9,262			15,662			18,110			18,718
	General and administrative expenses		15,125			18,324			29,134			39,696			32,138
Total operating expenses			43,105			46,167			78,329			95,739			86,594
Income from operations			12,038			2,577			7,389			12,945			20,163
Other income (expense):
	Interest expense		(8,485	)		(9,466	)		(17,486	)		(18,258	)		(16,726	)
	Debt extinguishment cost		—			(2,932	)		—			—			—
	Loss on interest rate swap		(285	)		(267	)		(1,860	)		(3,372	)		(916	)
	Equity interest in net earnings of joint venture		458			297			959			1,144			738
	Interest and other (expense) income, net		(138	)		(244	)		(52	)		200			(250	)
Total other expense			(8,450	)		(12,612	)		(18,439	)		(20,286	)		(17,154	)
Income (loss) from continuing operations before income taxes			3,588			(10,035	)		(11,050	)		(7,341	)		3,009
Income tax (expense) benefit			(1,973	)		3,767			3,920			2,990			(1,654	)
Income (loss) from continuing operations			1,615			(6,268	)		(7,130	)		(4,351	)		1,355
Discontinued operations, net of tax:
	Impairment loss resulting from discontinued operations		—			—			—			(4,065	)		—
	Income from discontinued operations		—			—			155			29			—
Net income (loss)		$	1,615		$	(6,268	)	$	(6,975	)	$	(8,387	)	$	1,355

Comparison of the Six Months Ended June 30, 2009 and June 30, 2010

        Net revenue.    Net revenue for the six months ended June 30, 2010 was $48.7 million compared to $55.1 million for the same period in 2009, a decrease of $6.4 million or 11.6%. The year-over-year decline in net revenue was principally due to (1) a $2.1 million decrease due to the permanent closure of one center in June 2009 as a result of the expiration of a facility contract to operate the center, (2) a $1.1 million decrease related to the replacement of linacs at two single-linac treatment centers, which caused a temporary closure of one treatment center and reduced IMRT utilization at the second treatment center in the first half of 2010, and (3) an overall decrease in patient treatments as a result of broad economic factors. Due to the location of one of the single-linac treatment centers, we were unable to transfer patients from the temporarily closed center to any of our other treatment centers in

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the network. One of the treatment centers returned to normal operations in May of 2010 and the other returned to normal operations in the third quarter of 2010.

        Salaries and benefits.    Salaries and benefits for the six months ended June 30, 2010 increased 0.3% to $18.6 million from $18.5 million for the same period in 2009. The increases are primarily due to the payment of a management retention expense of $0.5 million, offset by a reduction in personnel and related employee benefits costs during the periods.

        Depreciation and amortization.    Depreciation and amortization expense for the six months ended June 30, 2010 decreased slightly to $9.3 million compared to $9.4 million for the same period of 2009.

        General and administrative expenses.    General and administrative expenses for the six months ended June 30, 2010 increased $3.2 million to $18.3 million, or 21.2%, from $15.1 million for the six months ended June 30, 2009. The increase was due to $1.7 million in costs associated with the closure of a single-linac treatment center to replace a linac and estimated settlement costs related to a legal matter, and an increase in legal and accounting expense of $3.9 million due to proceeds received from the settlement of litigation which reduced legal and accounting expenses during the six months ended June 30, 2009, offset by a decrease of $2.4 million in center and corporate overhead costs.

        Interest expense.    Interest expense increased $1.0 million to $9.5 million, or 11.6%, for the six months ended June 30, 2010 compared to $8.5 million for the same period in 2009. The increase in interest expense was principally due to the refinancing of existing debt and the issuance of $210.0 million of 11³/4% Senior Secured Notes due 2017 (the "Senior Secured Notes") effective May 13, 2010 which bears interest at higher rates than the retired debt. Principal payments on the retired debt were scheduled to be made beginning in 2011. The Senior Secured Notes mature in 2017.

        Debt extinguishment cost.    The Company recognized $2.9 million of debt extinguishment cost in the second quarter of 2010 in connection with the refinancing of existing debt and the issuance of the Senior Secured Notes.

        Equity interest in net earnings of joint venture.    Equity interest in earnings of joint venture decreased by $0.2 million, or 35.2%, to $0.3 million for the first six months of 2010 from $0.5 million for the first six months of 2009. The decrease in the equity interest in earnings of joint venture was principally due to a decline in joint venture revenue and the resultant decline in net earnings.

        Income tax (expense) benefit.    Income tax benefit increased $5.8 million to $3.8 million for the six months ended June 30, 2010 compared to income tax expense of $2.0 million during the same period in 2009. The increase was due to a $10.0 million loss from continuing operations before income taxes for the six months ended June 30, 2010 compared to income from continuing operations before income taxes of $3.6 million for the six months ended June 30, 2009.

Comparison of the Years Ended December 31, 2008 and 2009

        Net revenue.    Net revenue decreased by $1.9 million, or 1.8%, from $108.7 million in 2008 to $106.8 million in 2009. The decrease was primarily due to lower reimbursement rates from CMS. CMS reimbursement rate reduction decreased net revenue by approximately $1.9 million, or 1.5%, with an additional decrease in net revenue due to a 4.4% decrease in total treatment center census. This decrease to net revenue was partially offset by a 3.1% increase in IMRT and 17.2% increase in IGRT treatment procedures, which are billable at a higher rate than CBT treatments.

        Salaries and benefits.    Salaries and benefits decreased by $2.2 million, or 5.8%, from $37.9 million in 2008 to $35.7 million in 2009. Salaries and benefits as a percentage of net revenue decreased from 34.9% for 2008 to 33.5% for 2009. The decrease was primarily due to reduced salaries and benefits expenses related to staff reductions and elimination of bonuses in 2009.

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        Depreciation and amortization.    Depreciation and amortization expense increased by $0.6 million, or 3.4%, from $18.1 million in 2008 to $18.7 million in 2009. This increase was primarily due to depreciation related to new equipment installed at certain treatment center locations at the end of 2008.

        General and administrative expenses.    General and administrative expenses decreased by $7.6 million, or 19.0%, from $39.7 million in 2008 to $32.1 million in 2009. General and administrative expenses as a percentage of net revenue decreased from 36.5% for 2008 to 30.1% for 2009. The decrease was primarily due to a decrease in legal and accounting expenses of approximately $6.6 million as a result of legal expenses incurred in 2008 which were partially reimbursed to us by one of our physician groups and in connection with the settlement of litigation related to those legal activities, the proceeds from which reduced legal expenses in 2009, and a decrease in corporate relocation expenses of $1.1 million resulting from moving the corporate headquarters from California to Colorado in 2008.

        Interest expense.    Interest expense decreased by $1.5 million, or 8.4%, from $18.3 million in 2008 to $16.7 million in 2009. The decrease in interest expense was principally due to a decrease in interest rates and the average balance of debt outstanding.

        Loss on interest rate swap.    Loss on interest rate swap decreased by $2.5 million, or 72.8%, from $3.4 million in 2008 to $0.9 million in 2009. The decrease in the loss on interest rate swap was principally due to a continued but less significant decline in interest rate expectations in 2009 compared to 2008.

        Equity interest in net earnings of joint venture.    Equity interest in earnings of joint venture decreased by $0.4 million, or 35.5%, from $1.1 million in 2008 to $0.7 million in 2009. The decrease in the equity interest in earnings of joint venture was principally due to a decline in joint venture revenue and the resultant decline in net earnings.

        Discontinued operations.    We incurred an impairment loss resulting from discontinued operations in 2008 of $4.1 million. The loss was the result of the closure of operations of our Sonora Regional Cancer Center, or Sonora, in which we had a 50% interest in a joint venture as of June 30, 2008. We recognized an impairment loss from the discontinued operation for the intangible assets and property, plant, and equipment of approximately $2.4 million ($0.5 million of which was attributable to the Sonora non-controlling joint venture partner) in 2008. We also recorded an impairment loss from discontinued operations of approximately $3.0 million representing the reduction in value of goodwill allocable to Sonora. The impairment charges were recorded net of the $0.8 million of related income tax benefit in 2008.

        Income tax (expense) benefit.    Income tax expense increased $4.6 million from an income tax benefit of $3.0 million in 2008 to $1.7 million of income tax expense in 2009. The increase was primarily due to income from continuing operations of $3.0 million before income taxes in 2009 compared to a loss of $7.3 million from continuing operations before income taxes in 2008.

Comparison of the Years Ended December 31, 2007 and 2008

        Net revenue.    Net revenue increased by $23.0 million, or 26.8%, from $85.7 million in 2007 to $108.7 million in 2008. Approximately $10.7 million of this increase was related to additional centers acquired during 2007 and 2008. The remaining increase in net revenue was principally due to an increase in total census of 8.1% and an increase in IMRT treatments of 18.8%, which have a greater reimbursement rate than CBT.

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        Salaries and benefits.    Salaries and benefits increased by $4.4 million, or 13.1%, from $33.5 million in 2007 to $37.9 million in 2008. The increase in salaries and benefits was primarily due to the addition of employees in connection with the additional centers acquired in 2007 and 2008. Salaries and benefits as a percentage of net revenue decreased from 39.1% for 2007 to 34.9% for 2008.

        Depreciation and amortization.    Depreciation and amortization expense increased by $2.4 million, or 15.6%, from $15.7 million in 2007 to $18.1 million in 2008. This increase in depreciation and amortization expense was primarily due to additional treatment centers acquired and new equipment installed in 2007 and 2008.

        General and administrative expenses.    General and administrative expenses increased by $10.6 million, or 36.3%, from $29.1 million in 2007 to $39.7 million in 2008. General and administrative expenses as a percentage of net revenue increased from 34.0% for 2007 to 36.5% for 2008. The increase was primarily due to additional centers acquired in 2007 and 2008, which added approximately $5.5 million to our cost structure, an increase in corporate relocation expenses of $1.1 million as we moved the corporate headquarters from California to Colorado in 2008 and $2.3 million in higher legal expenses.

        Interest expense.    Interest expense increased by $0.8 million, or 4.4%, from $17.5 million in 2007 to $18.3 million in 2008. The increase in interest expense was principally due to an increase in the average balance of debt outstanding as a result of acquisitions in 2007 and 2008.

        Loss on interest rate swap.    Loss on interest rate swap increased by $1.5 million from $1.9 million in 2007 to $3.4 million in 2008. The increase in the loss on interest rate swap was principally due to a more significant decline in expected interest rates in 2008 compared to 2007.

        Equity interest in net earnings of joint venture.    Equity interest in earnings of joint venture increased by $0.2 million, or 19.3%, from $1.0 million in 2007 to $1.1 million in 2008. The increase in the equity interest in earnings of joint venture was principally due to increased revenue related to joint venture operations.

        Discontinued operations.    We incurred an impairment loss resulting from discontinued operations in 2008 of $4.1 million. The loss was the result of the closure of operations at Sonora in which we had a 50% interest in a joint venture as of June 30, 2008. We recognized an impairment loss from the discontinued operation for the intangible assets and property, plant, and equipment of approximately $2.4 million ($0.5 million of which was attributable to the Sonora non-controlling joint venture partner) in 2008. We also recorded an impairment loss from discontinued operations of approximately $3.0 million representing the reduction in value of goodwill allocable to Sonora. The impairment charges were recorded net of the $0.8 million of related income tax benefit in 2008.

        Income tax (expense) benefit.    Income tax benefit decreased $0.9 million from $3.9 million in 2007 to $3.0 million in 2008. The decrease was primarily due to a decrease in the loss from continuing operations before income taxes from $11.1 million in 2007 to $7.3 million in 2008.

Liquidity and Capital Resources

        On May 13, 2010, we concluded the offering of the Senior Secured Notes. Proceeds from the sale of the Senior Secured Notes were used primarily to repay our then existing senior credit facility and subordinated debt. Concurrently with the closing of the offering, our direct wholly-owned subsidiary, Oncure Medical, and each of its direct and indirect subsidiaries entered into a new senior secured revolving credit facility with GE Capital Markets, Inc., as sole lead arranger and book manager, General Electric Capital Corporation, as administrative agent and collateral agent, and the other lenders from time to time party thereto.

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        The new revolving senior credit facility provides for aggregate commitments of up to $40.0 million as of May 13, 2010, including a letter of credit sub-facility of $2.0 million and a swing line sub-facility of $2.0 million, and provides for the increase, at our option, of aggregate commitments by $10.0 million, subject to certain conditions. The new revolving credit facility is undrawn as of June 30, 2010 and expires in May 2015.

        Our primary ongoing liquidity requirements are for working capital, debt service, capital expenditures and acquisitions. We finance these liquidity requirements through a combination of cash on hand, cash flows from operating activities and the incurrence of additional indebtedness, including borrowings under our revolving credit facility. See "Description of Certain Indebtedness."

        As of June 30, 2010, we had total cash and cash equivalents of $9.0 million, $206.4 million of outstanding long-term indebtedness, net of discount, and availability under our revolving credit facility of up to $40.0 million, which may be increased pursuant to the terms of the indenture governing the exchange notes and the agreement governing our revolving credit facility. See "Capitalization" and "Description of Certain Indebtedness."

        Based on our current business plan, we believe that our existing cash balances, cash generated from operations and availability under our revolving credit facility will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our future cash requirements could be higher than we currently expect as a result of various factors. Our ability to meet our liquidity needs could be adversely affected if we suffer adverse results of operations, or if we violate the covenants and restrictions to which we are subject under our revolving credit facility. Additionally, our ability to generate sufficient cash from our operating activities is subject to general economic, political, regulatory, financial, competitive and other factors beyond our control. Our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us under our revolving credit facility in an amount sufficient to enable us to pay our service or repay our indebtedness or to fund our other liquidity needs, and we may be required to seek additional financing through credit facilities with other lenders or institutions or seek additional capital through private placements or public offerings of equity or debt securities. No assurances can be given that we will be able to complete additional debt or equity financings on terms favorable to us or at all.

Cash Flows Provided By Operating Activities

        Net cash provided by operating activities for the six months ended June 30, 2009 and 2010 and the years ended December 31, 2007, 2008 and 2009 was $7.3 million, $5.7 million, $11.6 million, $10.7 million and $16.9 million, respectively.

        Net cash provided by operating activities decreased $1.6 million from $5.7 million in the six months ended June 30, 2010 compared to $7.3 million in the same period in 2009. The decrease was primarily a result of a decrease in net income in 2010 of $7.9 million, a decrease in deferred income tax expense of $5.7 million and a decrease in other liabilities of $2.0 million primarily due to settlement of our interest swap agreement, offset by an increase in accounts receivable of $2.7 million, an increase in accrued expenses of $4.4 million, debt extinguishment costs of $2.9 million and an increase of prepaid expenses and other assets of $3.7 million.

        Net cash provided by operating activities decreased by $0.8 million from $11.6 million in 2007 to $10.7 million in 2008. This decrease was primarily attributable to a $1.4 million increase in net loss, an increase in accounts receivable of $8.1 million from the centers acquired in 2007 and 2008 and a decrease in other current liabilities of $4.9 million, offset by increased depreciation and amortization expense of $2.8 million, impairment loss resulting from discontinued operations of $4.1 million, an increase in accounts payable and accrued expenses of $3.8 million and an increase in prepaid expenses and other assets of $2.8 million.

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        Net cash provided by operating activities increased by $6.2 million from $10.7 million in 2008 to $16.9 million in 2009. This increase was primarily attributable to a $9.7 million increase in net income offset in part by $4.1 million loss from discontinued operations.

Cash Flows Used In Investing Activities

        Net cash used in investing activities for the six months ended June 30, 2009 and 2010 and the years ended December 31, 2007, 2008 and 2009 was $3.6 million, $2.0 million, $26.4 million, $59.3 million and $6.0 million, respectively.

        Net cash used in investing activities decreased by $1.6 million from $3.6 million for the six months ended June 30, 2009 to $2.0 million for the six months ended June 30, 2010. The decrease was primarily due to a decrease in capital expenditures.

        Net cash used in investing activities increased by $32.8 million from $26.4 million in 2007 to $59.3 million in 2008. This increase was primarily attributable to a $25.4 million increase in cash paid for acquisitions and a $6.1 million increase in property and equipment purchases in 2008 as compared to 2007.

        Net cash used in investing activities decreased by $53.3 million from $59.3 million used in investing activities in 2008 to $6.0 million used in investing activities in 2009. This decrease was primarily attributable to $46.5 million in cash paid for acquisitions in 2008 compared to no acquisitions in 2009 and a $7.0 million reduction in property and equipment purchases in 2009 as compared to 2008.

        Historically, our capital expenditures have been primarily for equipment and information technology software systems and equipment. Total capital expenditures (excluding acquisitions) were $8.1 million, $14.2 million and $7.2 million in 2007, 2008 and 2009, respectively. Capital expenditures for 2010, exclusive of the purchase of radiation oncology treatment centers, are expected to be approximately $8.0 million primarily related to equipment purchases and maintenance capital. To the extent that we acquire or internally develop new radiation oncology treatment centers, we may need to increase our expected capital expenditures.

Cash Provided By (Used In) Financing Activities

        Net cash used in financing activities for the six months ended June 30, 2009 and 2010 was $7.3 million and $44,000, respectively. Net cash provided by financing activities for the years ended December 31, 2007 and 2008 was $15.2 million and $56.9 million, respectively. Net cash used in financing activities for the year ended December 31, 2009 was $14.9 million.

        Net cash used in financing activities decreased by $7.3 million during the six months ended June 30, 2010 compared with the six months ended June 30, 2009. The decrease was primarily due to $206.3 million of proceeds from the issuance of Senior Secured Notes in May 2010, offset by $197.5 million in debt repayments and related loan costs of $8.9 million during the six months ended June 30, 2010 compared to $7.3 million of principal repayments on indebtedness for the six months ended June 30, 2009.

        Net cash provided by financing increased by $41.7 million in 2008 from $15.2 million in 2007 to $56.9 million in 2008. The increase was primarily attributable to $26.1 million in proceeds from the issuance of long term debt and $12.0 million in draws on our existing line of credit in 2008 compared to $0 in 2007. The increase was also attributable to a $2.1 million decrease in principal payments on our long term debt in 2008.

        Net cash used in financing activities increased by $71.8 million from $56.9 million provided by financing activities in 2008 to $14.9 million used in financing activities in 2009. The increase was primarily attributable to $47.2 million in proceeds from the issuance of debt and a $12.0 million draw

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on our line of credit in 2008 compared to the repayment of $12.0 million on our existing line of credit and no new borrowings or issuance of debt in 2009.

Contractual Obligations

        The following table sets forth our contractual obligations and the periods in which payments are due as of June 30, 2010:

		Payments Due by Period
Contractual Cash Obligations (in thousands)		Total		Less Than 1 Year		2 - 3 Years		4 - 5 Years		After 5 Years
Long-term debt		$	210,049	$	49	$	—	$	—	$	210,000
Capital lease obligations			5,925		1,701		2,722		1,502		—
Operating leases			58,692		9,469		20,982		14,577		13,664
	Total contractual cash obligations	$	274,666	$	11,219	$	23,704	$	16,079	$	223,664

        Additionally, in January 2006, we formed the Vidalia Regional Cancer Center, LLC as a joint venture with Meadows Regional Medical Center to develop, operate and manage a new treatment center in Vidalia, Georgia. Both we and Meadows Regional Medical Center have committed to fund an initial $1.0 million of initial capital upon the successful issuance of a Georgia CON by the Georgia Department of Community. Although the CON has been issued, there has been no development activity to date.

Off Balance Sheet Arrangements

        We do not currently have any off-balance sheet arrangements with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

Inflation

        We are impacted by rising costs for certain inflation-sensitive operating expenses such as equipment, labor and employee benefits. We believe that inflation has not had a material impact on us, but may in the future.

Quantitative and Qualitative Disclosures about Market Risk

        Interest Rate Sensitivity.    We are exposed to various market risks as a part of our operations, and we anticipate that this exposure will increase as a result of our planned growth. In an effort to mitigate losses associated with these risks, we may at times enter into derivative financial instruments. These derivative financial instruments may take the form of forward sales contracts, option contracts, and interest rate swaps. We have not and do not intend to engage in the practice of trading derivative securities for profit. In March 2006, we entered into an interest rate swap agreement in connection with our then existing credit facility, with a notional amount of $70.0 million. We terminated and repaid our previous credit facility and the related interest rate swap agreement in May 2010.

Critical Accounting Policies

        Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles

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generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, net revenue and expenses, and related disclosures of contingent assets and liabilities. We continuously evaluate our critical accounting policies and estimates, including those related to consolidation, revenue recognition, accounts receivable valuation, evaluation of goodwill and other intangible assets for impairment and the provision for income taxes. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

        Our accounting policies are described in Note 2 of the Notes to our Consolidated Financial Statements included elsewhere in this prospectus. We believe the following critical accounting policies are important to the portrayal of our financial condition and results of operations and require our management's subjective or complex judgment because of the sensitivity of the methods, assumptions and estimates used in the preparation of our consolidated financial statements.

        Net Revenue and Allowances for Contractual Discounts.    Our net revenue represents a management fee that is based on a fixed percentage of the earnings of our affiliated physician groups except for one facility where the management fee is based on a fixed percentage of the affiliated physician group's net revenue. Accordingly, the net revenue reported in our consolidated financial statements is affected by the net revenue of our affiliated physician groups. Our affiliated physician groups have agreements with third-party payors that provide them payments at amounts different from their established rates. Our affiliated physician groups' net revenue is reported at the estimated net realizable amounts due from patients, third-party payors and others for services rendered. Our affiliated physician groups' net revenue is recognized as services are provided. Medicare and other governmental programs reimburse physicians based on fee schedules, which are determined by the related government agency. Our affiliated physician groups also have agreements with managed care organizations to provide physician services based on negotiated fee schedules.

        Our affiliated physician groups derive a significant portion of their net revenue from Medicare, Medicaid and third party payors that receive discounts from our standard charges. We must estimate the total amount of these discounts to prepare our consolidated financial statements. The Medicare and Medicaid regulations and various managed care contracts under which these discounts must be calculated are complex and subject to interpretation and adjustment. We estimate the allowance for contractual discounts on a payor class basis given each payors' interpretation of the applicable regulations or contract terms. These interpretations sometimes result in payments that differ from our estimates. Additionally, updated regulations and contract renegotiations occur frequently necessitating regular review and assessment of the estimation process. Changes in estimates related to the allowance for contractual discounts affect net revenue reported in our consolidated statements of operations. We recorded changes in estimates in our allowances for contractual discounts for fiscal years 2007, 2008 and 2009 which increased net revenue by $1.2 million, $1.8 million, and $0.2 million, respectively. There was no change in estimate in our allowances for contractual discounts for the six months ended June 30, 2010.

        Accounts Receivable and Allowances for Doubtful Accounts.    Accounts receivable are assigned to us by our affiliated physician groups and reported net of estimated allowances for doubtful accounts and contractual adjustments. Accounts receivable are uncollateralized and primarily consist of amounts due from third-party payors and patients. To provide for accounts receivable that could become uncollectible in the future, we establish an allowance for doubtful accounts to reduce the carrying amount of such receivables to their estimated net realizable value. The credit risk for other concentrations (other than Medicare) of receivables is limited due to the large number of insurance companies and other payors that provide payments for our services. We do not believe that there are

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any other significant concentrations of receivables from any particular payor that would subject us to any significant credit risk in the collection of our accounts receivable.

        The amount of the provision for doubtful accounts is based upon our assessment of historical and expected net collections, business and economic conditions, trends in federal and state governmental healthcare coverage and other collection indicators. Accounts receivable are written-off after collection efforts have been followed in accordance with our policies. Accounts receivable, less allowances of $0.6 million, $0.6 million and $0.7 million, were $20.7 million, $21.2 million and $19.0 million as of December 31, 2008 and 2009, and June 30, 2010, respectively.

        Management Services Agreements Payable.    We collect accounts receivable on behalf of our affiliated physician groups and remit amounts due to them after retaining our management services fee. This payable is included in accrued expenses in our consolidated financial statements and was $2.7 million, $2.9 million, and $3.0 million as of December 31, 2008 and 2009, and June 30, 2010, respectively.

        Goodwill.    We perform impairment tests at least annually on all goodwill. For purposes of testing goodwill for impairment, our goodwill has been assigned to our one consolidated reporting unit and our test is performed in the fourth quarter of each year or more frequently if impairment indicators arise. Goodwill is reviewed for impairment utilizing a two-step process. The first step is to identify if a potential impairment exists by comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to have a potential impairment and the second step of the impairment test is not necessary. However, if a potential impairment exists, the fair value of the reporting unit is compared to the fair value of its assets and liabilities, excluding goodwill, to estimate the implied value of the reporting unit's goodwill. If an impairment charge is deemed necessary, a charge is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value.

        Considerable management judgment is necessary to estimate the fair value of our reporting unit and goodwill. We determine the fair value of our reporting unit based on the income approach, using a discounted cash flow, or DCF, analysis to value the long-term future cash flows. This DCF analysis was used solely for the purpose of evaluating our goodwill for impairment and should not be interpreted as our prediction of future performance. The assumptions used in our DCF analysis are consistent with the assumptions we believe hypothetical marketplace participants would use, including the expectation that the most likely transaction to acquire us would be to acquire our assets. With respect to our DCF analysis, the timing and amount of future cash flows requires critical management assumptions, including estimates of expected future net revenue growth rates, EBITDA contributions, expected capital expenditures and an appropriate discount rate and terminal value. The average annual revenue growth rates forecasted for the reporting unit for the first five years of our projections ranged between 5.6% and 6.1%, due to expected growth in census numbers specifically related to IMRT and IGRT services. After 2014, revenue growth was estimated to decline to a more normalized level. The overall weighted average cost of capital was 11.5% and the terminal value was calculated using the "Gordon Growth" expression. This expression quantifies the terminal value based on the assumption of a perpetual stream of cash flow with an inherent growth rate of 3.0%. Our 2009 assessment resulted in the determination that the fair value of our reporting unit exceeded the carrying amount by 22% and thus no impairment was indicated.

        Management Services Agreements.    MSAs represent the intangible assets that were purchased in the acquisition of our common stock by Genstar in 2006. In connection with the acquisition, existing MSAs were recorded at their estimated fair values based upon an independent valuation. The MSAs are noncancelable except for performance defaults that are subject to various notice and cure periods.

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        We amortize the MSA intangible assets on a straight-line basis over the term of each MSA, including one renewal option period, which range from four to 24 years.

        Impairment of Long-Lived Assets.    We review our long lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. Assessment of possible impairment of a particular asset is based on our ability to recover the carrying value of such asset based on our estimate of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of such asset, an impairment charge is recognized for the amount by which the asset's carrying value exceeds its estimated fair value.

        Income Taxes.    We make estimates in recording our provision for income taxes, including determination of deferred tax assets and deferred tax liabilities and any valuation allowances that might be required against the deferred tax assets. There are currently no valuation allowances against deferred tax assets.

        An uncertain income tax position will not be recognized if we believe it has less than a 50% likelihood of being sustained. At June 30, 2010, we had $1.0 million of unrecognized tax assets. We are subject to taxation in the United States and five state jurisdictions. We are generally subject to federal and state examination for tax years after December 31, 2005 for federal purposes and after December 31, 2004 for state purposes.

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BUSINESS

Company Overview

        We are a leading manager of radiation oncology treatment centers for cancer patients. We partner with leading radiation oncology groups and their radiation oncologists to offer cancer patients a comprehensive range of radiation oncology treatment alternatives, including most traditional and next generation services. We provide business services to a network of 14 affiliated physician groups that treat cancer patients at our 37 strategically located radiation oncology treatment centers, making us one of the largest networks of radiation oncology service providers. We believe that our unique physician partnership business model, market leadership in targeted geographic regions, leading clinical and technological platforms, strong track record of treatment center operating performance and proven and experienced management team provides us with a significant competitive advantage in the radiation therapy market.

        We are one of the largest companies in the United States focused on partnering with radiation oncology groups through MSAs. Through our MSAs, we manage and administer the non-medical business functions of our treatment centers, such as physician succession planning, technical staff recruiting, marketing, managed care contracting, receivables management, compliance, purchasing, information systems, accounting and human resource management, which allows our physician partners to focus primarily on providing patient care, treatment center growth including expansion of their group's services. We enter into long-term MSAs with established radiation oncology physician groups, which are designed to ensure the physicians' business interests are aligned with our own. We currently partner with 14 affiliated physician groups consisting of approximately 70 physicians, who on average have over 15 years of experience. Our affiliated physician groups and their physicians retain full control over the clinical aspects of patient care in our treatment centers. We believe that we attract and retain leading radiation oncology groups and their physicians largely due to this partnership model, the benefits of scale and our commitment to clinical excellence. By establishing relationships with highly qualified, well-respected radiation oncology groups and their physicians, we believe that we receive ongoing benefits as a result of giving referring physicians and their patients a high level of confidence in the capabilities of our affiliated physician groups.

        We have built a provider network focused on targeted geographic regions and have established leading market positions within these regions. Our network of 37 treatment centers is located in 37 markets and includes 15 treatment centers in California, 18 treatment centers in Florida and four treatment centers in Indiana. We believe we hold the top market share in California and second leading market share in Florida. We believe these two states are two of the most attractive markets in the United States for cancer treatment providers due to the large and growing senior populations and the high incidence of cancer. Our targeted regional focus allows us to build a leading market presence that enables us to drive efficiencies through economies of scale and fixed cost leverage. In addition, we believe our significant position in local markets creates strong barriers to entry.

        We believe that our treatment centers are equipped with leading clinical and technological platforms, which allow our physician partners to provide cancer patients the highest quality of care through clinically advanced treatment options. The early and continual adoption of cutting-edge technology by our physician partners has enabled sharing of this knowledge and best practices across our network quickly to drive superior clinical results. Early adoption and appropriate utilization of these next generation technologies has also resulted in more attractive reimbursement rates for our affiliated physician groups. We believe our clinical and technological platform provides us with a significant competitive advantage in attracting new physician groups and is appealing to referral sources, patients and payors.

        Since our inception, we have built a leading network of radiation oncology treatment centers that has resulted in increased net revenue and Adjusted EBITDA growth. Since the beginning of 2007, we

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have acquired 11 new treatment centers. Between fiscal years 2007 to 2009, our net revenue, operating income and Adjusted EBITDA have grown at compounded annual growth rates of 11.6%, 65.2% and 14.0%, respectively, through a combination of organic growth and acquisitions. For the year ended December 31, 2009, our net revenue, operating income and Adjusted EBITDA were $106.8 million, $20.1 million and $39.5 million, respectively. We believe that attractive long-term trends in our industry, our unique business model, our clinical excellence and our leading market position differentiates us from our competitors and positions us well for continued future growth.

        For the six months ended June 30, 2010, our net revenue, operating income and Adjusted EBITDA were $48.7 million, $2.6 million and $17.0 million, respectively, compared to $55.1 million, $12.0 million and $20.3 million, respectively, for the same period in 2009. The year-over-year decline in net revenue, operating income and Adjusted EBITDA was principally due to a decrease in patient treatments as a result of broad economic factors and the replacement of linacs at two single linac treatment centers, which caused a temporary closure of one treatment center and reduced IMRT utilization at the second treatment center. In addition, due to the location of one of these treatment centers, we were unable to transfer patients from that temporarily closed center to any of our other treatment centers. One of the two centers returned to normal operations in May 2010 and the other returned to normal operations in the third quarter of 2010.

Industry Overview

        According to the ACS, over 19 million cancer cases have been diagnosed in the United States since 1990, with an estimated 1.5 million cases diagnosed in 2009. Approximately 77% of all cancer cases are currently being diagnosed in people over the age of 55. As the United States population and, in particular, the baby boomer generation ages, the number of cancer diagnoses are expected to continue to increase. The states in which we operate collectively represented approximately 19% of United States cancer cases in 2009 (California approximately 10%, Florida approximately 7% and Indiana approximately 2%).

        The United States radiation therapy market was estimated to be approximately $8 billion in 2007. The market's growth has been driven by an aging population, which is more likely to develop cancer, along with the development of radiation technologies that are effective in treating a greater range of cancer diagnoses. The radiation therapy market in the United States is highly fragmented with over 2,200 locations at which radiation therapy is provided. Free-standing radiation oncology treatment centers have grown in prevalence from approximately 400 in 1990 to over 1,000 in 2007. We believe that this growth has been driven by patients' desire to receive radiation oncology treatments, which are typically given daily over a four- to nine-week period, at specialized centers that are convenient and located in their communities. Many of these free-standing treatment centers can benefit from professional management competencies such as physician succession planning, technical staff recruiting, marketing, managed care contracting, receivables management, compliance, purchasing, information systems, accounting and human resource management, and thus look to partner with networks like ours.

        Cancer can be treated using a variety of methods. Although the majority of cancer patients receive radiation therapy, individuals diagnosed with cancer may elect to undergo surgery, chemotherapy and/or biological therapy in conjunction with, or instead of, radiation therapy. Radiation therapy is used to treat nearly two-thirds of all cancer patients in the United States. Radiation therapy is often curative with patients in whom cancer is localized and has not metastasized. Cancer patients are typically referred to a treatment center or radiation oncologist by medical oncologists, breast surgeons, general surgeons, urologists, family practice and internal medicine physicians in addition to other physician specialties and payor sources. Physicians advise patients to choose the type of treatment or combination of treatments based upon the type of cancer, the stage of development and the expected impact on the patients' and his/her caregivers' quality of life, including potential side effects, family stress and economic consequences.

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        Delivery of a beam of radiation at a targeted tumor area is currently the dominant treatment used in radiation oncology. CBT is delivered with limited precision and can expose patients to relatively high levels of radiation. The evolution of cancer research and technological advances have produced increasingly effective methods of radiation oncology treatment, including IMRT and IGRT, which deliver the necessary doses of radiation in a more targeted manner, thus minimizing the harm to healthy organs surrounding a tumor. The advancements in cancer targeting also result in fewer side effects and complications, enhancing a patient's overall quality of life. These technological advances are further supported by payor approval of new cancer indications and diagnoses. We also believe that the discovery and utilization of new, innovative means of radiation therapy delivery and the increased awareness of next generation cancer therapy treatments by physicians and patients will continue to increase the use of radiation therapy for treating many types of cancer.

        We expect future growth in the radiation therapy market to be driven by:

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increasing incidence of cancer associated with the aging population;

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advancing deployment and acceptance of radiation equipment technologies that increase the number of treatable cancer patients;

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new and more effective treatment technologies that achieve better patient results with fewer side effects and that have more attractive reimbursement levels;

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increasing physician and patient familiarity with the various cancer treatment options available, thus leading to greater demand for next generation therapies that prevent healthy tissue damage and improve quality of life; and

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continuing payor acceptance of evolving science and treatment technologies in radiation oncology, thereby leading to their approval of reimbursement for additional diagnoses and indications for reimbursement.

Competitive Strengths

        We have developed a broad range of capabilities that we believe provide us with significant competitive advantages, including:

        Unique Physician Partnership Business Model that Aligns Incentives.    We partner with physicians in a managed services model, which we believe is difficult for competitors to emulate. This model has been a key driver of our financial success and serves as a foundation for future growth. We currently partner with 14 affiliated physician groups consisting of approximately 70 physicians, who on average have over 15 years of experience. We enter into long-term agreements with established radiation oncology groups to realize the value of ongoing patient referral streams and managed care relationships. We structure our MSAs to ensure the physicians' business interests are aligned with our own. By establishing relationships with highly qualified, well-respected radiation oncology groups and their physicians, we believe that we receive ongoing benefits as a result of giving referring physicians and their patients a high level of confidence in the capabilities of our groups. We believe that we attract and retain leading radiation oncology groups and their physicians largely due to this partnership model, the benefits of scale and our commitment to clinical excellence. Our affiliated physician groups have a low physician turnover rate. Physicians typically remain with their group until retirement or relocation. Since 2006, we have successfully renewed every MSA that has come to term under substantially similar terms for an additional period of five or more years.

        Leading Clinical and Technological Platform.    We provide the patients of our physician partners with a broad spectrum of radiation therapy alternatives, including many advanced treatment options that are not otherwise available or offered by other providers in our markets. We believe that our treatment centers are equipped with leading clinical and technological platforms, which allows our

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physician partners to provide cancer patients the highest quality of care through clinically advanced treatment options. We have an advanced base of technology, including IMRT capabilities in all but one of our treatment centers and IGRT capabilities in a majority of our treatment centers. We continue to support our physicians in their adoption of next generation technologies, which we believe achieves superior clinical results and more attractive reimbursement levels. The early and continual adoption of cutting-edge technology by our physician partners has enabled sharing of this knowledge and best practices across our network quickly to drive superior clinical results. We believe our clinical and technological platform provides us with a significant competitive advantage in attracting new physician groups and is appealing to our referral sources, patients and payors.

        Market Leader in Targeted Geographic Regions.    We have built a provider network with a focused geographic presence in key markets. Our network of 37 treatment centers is located in 37 markets and includes 15 treatment centers in California, 18 treatment centers in Florida and four treatment centers in Indiana. We believe we hold the top market share in California and second leading market share in Florida. We believe these two states are two of the most attractive markets in the United States for cancer treatment providers due to the large and growing senior populations and the high incidence of cancer. In addition, in 2008, we acquired the largest radiation oncology provider in northeast Indiana, providing us with access to an attractive Midwest market. We believe our significant position in these markets creates strong barriers to entry. We also believe that this targeted geographic focus allows us to build a market presence that enables us to drive efficiencies through economies of scale and fixed cost leverage. Due to our robust regional footprint, we believe we have been successful in attracting leading physicians, marketing, negotiating favorable reimbursement rates with third-party payors, leveraging referral source relationships, achieving operational efficiencies and sharing highly skilled personnel among our treatment centers.

        Strong Track Record of Same-Center Operating Performance.    We have had significant success driving same-center operating performance improvement through leveraging our strong physician partnership model, proactive referral marketing programs, managed care contracting strategies, sharing knowledge, leadership and resources among our treatment centers and our physician and staff recruiting expertise. Furthermore, our willingness and ability to invest in and implement new state-of-the-art equipment has helped drive substantial same-center growth by enabling appropriate utilization of advanced technology which has resulted in more favorable reimbursement rates. Given the generally stable radiation oncology reimbursement environment and our extensive experience in local markets, we have been able to show year-over-year growth as new acquisitions are made and new technologies are deployed at existing treatment centers.

        Growing Business with Strong and Predictable Cash Flow.    Between fiscal years 2007 and 2009, we have experienced net revenue, operating income and Adjusted EBITDA (as defined below under the caption "—Summary Consolidated Financial and Other Data") compound annual growth rates of 11.6%, 65.2% and 14.0%, respectively. We believe there are several underlying factors that contribute to the stability and growing performance of our business, including the aging of the United States population and resultant rise in cancer cases; increased utilization of next generation therapies; improvements in cancer detection and diagnoses; high physician retention due to long-term MSAs and the stable reimbursement outlook. These factors, combined with our moderate maintenance capital expenditures and minimal working capital needs, result in strong and predictable free cash flow generation.

        Strong and Diversified Business and Payor Mix.    Our affiliated physician groups have a broad range of payors and referral sources, and provide treatment across a wide spectrum of cancer diagnoses. Reimbursements are widely diversified among payor sources, including Medicare (39% of affiliated physician groups 2009 net revenue), Medicaid (5% of affiliated physician groups 2009 net revenue) and third-party and other payors (56% of affiliated physician groups 2009 net revenue) for the year ended

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December 31, 2009. This payor diversity mitigates exposure to possible unfavorable reimbursement trends by any one payor or payor class. Given that we are focused on a variety of cancer diagnoses, we believe we have a highly attractive treatment mix with no specific diagnosis representing more than 23% of our affiliated physician groups' net revenue. Our operations are further diversified by the breadth of our affiliated physician groups' referral sources, with the top ten referring physicians accounting for less than 7% of all referrals, which we believe provides further stability and predictability of future net revenue.

        Proven and Experienced Management Team.    We are led by a dedicated and highly experienced executive management team with significant expertise and industry knowledge. Our Chief Executive Officer, Chairman and top five executives have an average of more than 20 years of healthcare management experience. Over the past decade, our executive management team has successfully overseen continued growth and operational improvement in oncology centers. This team has developed a systematic approach to business operations and has a core competency in integrating newly acquired treatment centers.

Our Business Strategy

        We believe we are well positioned to leverage our unique physician partnership business model, management expertise and scalable infrastructure to increase our market share within our established geographic regions and selectively expand into new regions. Key elements of our business strategy include:

        Continuing Opportunity with Next Generation Therapies.    We believe the increased utilization of next generation technologies will continue to be a key driver of our growth. Life improving, next generation technologies, such as IMRT and IGRT, enable value-added treatments that drive better clinical results and are typically reimbursed at higher rates than CBT treatments. These next generation technologies are also expanding into new cancer diagnoses and expanded indications, thereby broadening our market opportunity. We intend to actively invest in and implement new technologies along with providing our physician partners the necessary education and best practices to help improve clinical results. By ensuring that these necessary resources are available to our affiliated physician groups' radiation oncologists, we believe they can generate significant incremental value from their existing base of business.

        Focusing on Quality of Care.    We believe that our focus on patient service enhances the quality of care provided, differentiates us from our competitors and strengthens our relationships with referring physicians. We focus on minimizing the physical and psychological discomfort for patients with a comprehensive and comfortable care setting. We aim to enhance a patient's overall quality of life by providing technologically advanced radiation oncology treatment alternatives, which deliver the necessary doses of radiation in a more targeted manner, thus minimizing the harm to healthy organs surrounding a tumor. Our treatment centers are generally located in convenient, community-based settings and are designed to deliver high-quality radiation therapy in a patient-friendly environment. Many centers offer support services designed to enhance the patient experience, such as support groups, psychological and nutritional counseling, and transportation assistance in a few cases.

        Focusing on Same-Center Operating Performance.    We believe that a focus on census improvement, optimizing the utilization of new technologies, more efficient utilization of treatment center resources and talent management will result in the continued improvement of the financial performance of our existing treatment centers. We have, and believe we will continue to have, significant success driving census improvement through our proactive referral marketing programs, further advancements in web-based marketing, targeted physician recruitment and strategic payor negotiations. We have a proven ability to enhance treatment center operations through our benchmarking programs, sharing of best practices and measuring performance with specified center metrics. Furthermore, our willingness

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and ability to invest in and implement new state-of-the-art equipment has helped drive same-center growth. Given the stable radiation oncology reimbursement environment and our extensive experience in local markets, we believe we will continue to show year-over-year growth at our existing treatment centers.

        Expanding by Acquisitions in Targeted Geographic Regions.    The radiation therapy market remains highly fragmented and we believe there are numerous acquisition opportunities in both our current and new markets. We evaluate opportunities to grow through a disciplined and selective acquisition process that focuses on cash flow generation. We believe we have been, and will continue to be, successful in the targeting and integration of acquisitions to expand our current footprint. Since the beginning of 2006, we have acquired 23 treatment centers, targeting markets that have attractive demographic trends where we can leverage operating costs and referral networks. In 2008, we acquired the largest radiation oncology group in northeast Indiana, which moved us into an attractive new market where future potential acquisitions exist. Selectively targeting tuck-in acquisitions on an opportunistic basis has allowed us to acquire underperforming and undercapitalized treatment centers at attractive prices where we can focus on achieving operational synergies and cost savings. We have developed a systematic approach for integrating newly acquired treatment centers and have proven our ability to enhance affiliated physician group operations through benchmarking programs, sharing of best practices, developing targeted performance metrics across treatment centers and our willingness to invest and implement new technologies. To date, we have achieved significant improvement in the financial performance of our acquired treatment centers.

        Developing New Treatment Centers and Pursuing Additional Partnerships.    We believe that developments in our current markets have the potential to provide significant near-term net revenue and Adjusted EBITDA growth for us, with moderate capital expenditure requirements. Our strategy is to further penetrate existing and contiguous markets that we believe offer an attractive opportunity for significant growth. We plan to open treatment centers in proximity to established treatment centers where requisite patient demand and referral source relationships exist. We believe this strategy also allows us to accelerate new treatment center growth by leveraging the existing reputation of our physician partners, their referral network and our infrastructure. We also focus on joint-venture and partnership opportunities to expand our service and technology offering and to expand strategically.

Our Services

        Radiation therapy treatments are primarily performed with a linac, which uses high-energy photons or electrons to destroy the tumor. Courses of treatment typically last from four to nine weeks. In advance of the actual treatments, a typical patient is provided the following services: (i) the patient is examined, counseled and advised of treatment options by a radiation oncologist; (ii) the agreed upon course of treatment is planned by a physicist under the oncologist's direction; (iii) a trained dosimetrist designs and verifies that the treatment plan's radiation dose and targeting are properly calibrated in the software that controls the linac; (iv) a trained radiation therapy technologist assists the patient to, and positions the patient on, the linac and (v) the technologist verifies the planned dose and beam target before delivering the radiation oncology treatment. Through the use of our treatment centers and equipment, our affiliated physician groups offer a wide array of radiation oncology treatments to cancer patients. The radiation oncologists maintain full control over the provision of medical services at our treatment centers while we manage the non-medical business functions, such as physician succession planning, technical staff recruiting, marketing, managed care contracting, receivables management and compliance, purchasing, information systems, accounting and human resource management. Many of our radiation oncology treatment centers also offer support services designed to enhance the patient experience such as support groups, psychological and nutritional counseling and transportation assistance.

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        The majority of individuals who undergo radiation therapy for cancer are treated with external beam radiation therapy. External beam radiation therapy involves exposing the patient to an external source of radiation through the use of special equipment that directs radiation at the cancer. Equipment utilized for external beam radiation therapy varies as some are better for treating cancers near the surface of the skin and others are better for treating cancers deeper in the body. A linac, the common piece of equipment used for external beam radiation therapy, can create both high-energy and low-energy radiation. High-energy radiation is used to treat many types of cancer while low-energy radiation is used to treat some forms of skin cancer. A course of external beam radiation therapy typically ranges from four to nine weeks. Treatments generally are given to a patient once each day with each session lasting for approximately 15 to 20 minutes.

        Another category of radiation therapy is internal radiation therapy, which involves the placement of the radiation source inside the body. The source of the radiation (such as radioactive iodine) is sealed in a small holder, known as an implant, and is introduced through the aid of thin wires or plastic tubes. Internal radiation therapy places the radiation source as close as possible to the cancer cells and delivers a higher dose of radiation in a shorter time than is possible with external beam treatments. Implants may be removed after a short time or left in place permanently (with the radioactivity of the implant dissipating over a short time frame). Temporary implants may be either low-dose rate or high-dose rate. Low-dose rate implants are left in place for several days while high-dose rate implants are removed after a few minutes.

        Each of our treatment centers is equipped to provide a comprehensive array of outpatient programs necessary to treat a cancer patient with radiation therapy. We have an advanced base of technology, including IMRT capabilities in all but one of our treatment centers and IGRT capabilities in a majority of our treatment centers. Our treatment centers provide a wide variety of therapies, however, our primary therapies are:

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Conventional Beam Therapy:    The dominant form of radiation oncology treatment, which may result in relatively high radiation exposure with limited precision, CBT enables radiation oncologists to utilize linac machines to direct radiation beams at the tumor location. After clinical treatment planning is completed, the final configuration of the treatment parameters in the linacs is tested on the patient using a computerized fluoroscopic simulator or by means of computer simulation. The simulator is employed to test the prescribed coordinates of the beam for effective treatment and minimization of exposure (and, therefore, risk of injury) of healthy tissue and critical body structures. Before radiation is administered, custom protective blocks are designed and shaped for each patient to ensure that non-targeted tissue is blocked as thoroughly as possible from radiation.

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Intensity Modulated Radiation Therapy:    This state-of-the-art cancer treatment method utilizes computer-controlled x-ray accelerators to deliver precise doses of radiation that conform to the three dimensional shape of the tumor by modulating the intensity of an external beam. By targeting tumors more precisely than is possible with CBT, IMRT can deliver higher radiation doses directly to cancer cells while sparing surrounding healthy tissue.

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Image Guided Radiation Therapy:    This treatment combines precise three dimensional imaging from computerized tomography scanning or precise x-ray with highly targeted radiation beams via IMRT. This technology allows clinicians to locate a tumor target prior to a radiation oncology treatment, dramatically reducing the need for large target margins, which have traditionally been used to compensate for errors in localization. As a result, the amount of healthy tissue exposed to radiation can be reduced, minimizing the incidence of side effects. The clinical application for expanded treatment sites using IGRT includes the pancreas, lung and liver.

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        In addition to the above mentioned therapies, we also offer other advanced services, including:

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Positron Emission Tomography—Computed Tomography:    Involves the injection of radioactive isotopes into a patient to obtain images of metabolic physiologic processes. The application of PET in the detection of cancer has become significant in the last two years, as it is the first diagnostic procedure that can detect and monitor a patient's metabolic malignancies. PET/CT provides information that is not available with other medical imaging and combines the metabolic cancer cells detection of PET with an anatomical picture of the tumor on a CT.

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High Dose Rate Brachytherapy:    This treatment involves the use of radioactive isotopes placed directly in contact with cancer tissues, which are then removed when a lethal dose of radiation has been delivered to the cancer.

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Simulation, Dosimetry and Three Dimensional Conformal Treatment Planning:    These procedures involve the use of a computer scan, allowing tumors to be visualized in a three dimensional format. This makes it possible to treat the cancer volume with very narrow margins, which greatly decreases the amount of normal tissue irradiated and treatment side effects. This technique also permits the delivery of a larger lethal dose of radiation to the cancer.

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Prostate Implantation:    Involves the use of palladium and iodine "seeds" and other radioactive implants (radioactive isotopes) in the treatment of prostate cancer while sparing the nearby organs and structures.

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Stereotactic Radiosurgery:    Enables delivery of concentrated, precise, high dose radiation beams to localized tumors. Historically, stereotactic radiosurgery was used primarily for contained lesions of the brain but recent advancements in imaging technologies have allowed more types of tumors to be targeted, therefore broadening the use of stereotactic radiosurgery for extra-cranial cancers.

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Cyber Knife:    A SRS device with a linac mounted on a robotic arm. Through the use of image guidance cameras, the cyber knife system locates the position of the tumor. The linac attached to the robotic arm delivers multiple beams of radiation that converge at the tumor site. Thus, the tumor receives a concentrated dose of radiation while minimizing exposure to surrounding normal tissue. With sub-millimeter accuracy, the cyber knife is used to treat vascular abnormalities, tumors and cancers of the body.

Our Operations

        We have 12 years of experience operating radiation oncology treatment centers and have developed an integrated operating model. We operate all of our treatment centers pursuant to MSAs between affiliated physician groups and our wholly owned subsidiaries. Our MSAs generally require us to provide our treatment centers with physician succession planning, technical staff recruiting, marketing, managed care contracting, receivables management, compliance, purchasing, information systems, accounting, and human resource management. Our MSAs provide for the affiliated physician group to pay us a management fee based on a fixed percentage of the earnings of each treatment center and a fixed percentage of revenue for one treatment center. Since 2006, we have successfully renewed every MSA that has come to term under substantially similar terms for an additional period of five or more years.

        Treatment Center Operations.    Our treatment centers are designed to deliver high-quality radiation therapy in a patient-friendly environment. Each of our treatment centers is equipped to provide a comprehensive array of outpatient programs necessary to treat a cancer patient with radiation therapy. We have an advanced base of technology, including IMRT capabilities in all but one of our treatment centers and IGRT capabilities in a majority of our treatment centers. In addition, our physician groups offer other advanced services, including PET/CT, Cyber Knife and Stereotactic Radiosurgery.

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        Our treatment centers generally range from 4,000 to 12,000 square feet and typically have a staff of between eight and 15 people, depending on patient volume. Our treatment centers generally include a patient waiting room, dressing rooms, exam rooms and hospitality rooms, all of which are designed to minimize patient discomfort. The usual complement of treatment center staff members includes radiation oncologists, physicists, dosimetrists, radiation therapy technologists, oncology nurses, medical assistants and receptionists. We employ all of these individuals with the exception of radiation oncologists, which are employed by our affiliated physician groups. Given the relative geographic proximity of many of our centers, we believe we are able to efficiently share our highly skilled personnel, thereby avoiding costly duplication of services and staffing shortages.

        Cancer patients referred to our treatment centers are provided with an initial consultation, which includes an evaluation of the patient's condition to determine if radiation therapy is appropriate, followed by a discussion of the effects of the therapy. If radiation therapy is selected as a method of treatment, the clinical treatment team engages in clinical treatment planning using x-rays, CT imaging, ultrasound, PET imaging, dosimetry and three dimensional conformal treatment planning in order to locate the tumor and determine the best treatment methodology and regimen.

        Standardized Operating Procedures.    We employ methods by which we share knowledge and best practices across our network quickly to drive superior clinical results. In addition, we have developed standardized operating procedures for our treatment centers in order to ensure that our professionals are able to operate uniformly and efficiently. Our manuals, policies and procedures are refined and modified as needed to increase productivity and efficiency and to provide for the safety of our employees and patients. We believe that our standard operating procedures facilitate the interaction of employees and permit the sharing of our highly skilled personnel among our treatment centers.

        Referral Source and Business Development.    Cancer patients are primarily referred by medical oncologists, breast surgeons, general surgeons, urologists, family practice physicians and internal medicine physicians in addition to other physician specialties. Our affiliated radiation oncologists actively develop their referral base by establishing strong clinical relationships with referring physicians. Patient referrals to a particular radiation oncologist or his/her group may be influenced by managed care organizations with which we maintain contractual agreements. Additionally, we have a business development team with dedicated marketing and graphics professionals. Our business development team conducts a proactive referral marketing and physician outreach program. Our business development team works closely with our affiliated radiation oncologists and local marketing specialists to attract new referral sources through a combination of educating physicians, targeted advertising and relationship building. Moreover, proactive communication with referral sources throughout the treatment process keeps all parties informed and engaged to facilitate effective results.

        Recruitment, Retention and Development of Highly Skilled Professionals.    We believe that our patient-focused staff and culture of providing extraordinary patient experiences is the foundation of our success. We believe that our highly skilled professionals give us a competitive advantage as we capitalize on our regional presence by sharing personnel and best practices across our network of treatment centers. We have positioned ourselves in our industry as the partner of choice for radiation oncologists, and the employer of choice for our physicists, radiation therapy technologists, dosimetrists, nurses and other treatment center support staff. The ability to recruit talented employees allows our physician partners to effectively treat our patients, improve referral source relationships and pursue our growth strategies. We attract and retain employees by offering a culture of excellence, the ability to work in state-of-the-art treatment centers, continuing education, competitive pay, incentive programs and opportunities for advancement. We conduct regular talent management programs that utilize the experience and know-how of our employees. We use our targeted physician succession planning and recruitment programs to strengthen and maintain referral source relationships. Our affiliated physician

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groups have low physician turnover rates. Physicians typically remain with their group until retirement or relocation.

        Payor Relationships.    Our affiliated physician groups receive payments for their services and treatments rendered to patients covered by Medicare, Medicaid, third-party payors and self-pay patients. Most of our treatment centers' revenue from third-party payors is from managed care organizations and is attributable to contracts we have negotiated with them. We believe that the scale of our treatment center network improves our ability to negotiate more attractive agreements with these payors. These agreements specify fixed fees for services provided at our treatment centers, and give the managed care organization the ability to market access to our affiliated physician groups and physicians to their members. This is a benefit to the managed care organization, and also gives our affiliated physician groups access to a larger pool of potential patients.

        Coding, Billing and Receivable Management.    Our affiliated physician groups provide radiation therapy services under a significant number of different professional and technical codes, which determine reimbursement. Our affiliated physician groups rely on us to manage the complex coding, billing and collections process. Our Chief Compliance Officer, Director of Billing and professional coders work together to establish coding and billing rules and procedures to be utilized at our radiation oncology treatment centers providing consistency across centers. In each radiation oncology treatment center, trained staff administer these rules in coordination with the technical personnel located at each treatment center. To provide an external check on the integrity of the coding process, we conduct chart audits and have also retained the services of a third-party consultant to review and assess our coding procedures and processes on a periodic basis. Our billing and collection functions are conducted at two centralized locations.

        Compliance Program.    We have a compliance program that is consistent with guidelines issued by the Department of Health and Human Services. As part of the compliance program, we have appointed a Chief Compliance Officer who is a member of our executive management team. Our program includes an anonymous toll-free hotline reporting system through a third party vendor, annual compliance training programs, auditing and monitoring programs, and a disciplinary system to enforce adherence to our compliance program and related policies. As part of our compliance program, we screen employees through applicable federal and state databases of sanctioned individuals under governmental healthcare programs. Auditing and monitoring activities include the review of claims preparation and submission as well as review of proper coding, billing and documentary back-up material in accordance with reimbursement regulations. We also distribute periodic compliance alerts and provide the members of our affiliated physician groups with compliance training on an ongoing basis.

        Management Information Systems.    We utilize centralized management information systems to monitor data related to each treatment center's operations and financial performance. Our management information systems are used to track patient data, physician productivity and coding, and billing functions. Our management information systems also provide monthly budget analyses, financial comparisons to prior periods and comparisons among treatment centers, thus enabling management to evaluate the individual and collective performance of our treatment centers. We periodically review our management information systems for possible refinements and upgrading. Our management information systems personnel install and maintain our system hardware, develop and maintain specialized software and are able to integrate the systems of the groups we acquire.

        Maintenance and Physics Functions.    We employ or contract with a licensed physicist at each treatment center to assist us and our affiliated physician groups with acquisition, installation, calibration, use and maintenance of our linacs and other related equipment. All patient treatment equipment is under the direct oversight of the assigned physicists. We also utilize the services of the original manufacturers of our equipment and other third-party vendors to perform preventive

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maintenance, repairs, installation and de-installation and redeployment of our linacs. We believe this helps to ensure the quality of service provided by our affiliated physician groups, the integrity of our equipment, maximizes equipment utilization and minimizes equipment downtime. Our physicists monitor and test the accuracy of each of our linacs on a regular basis in accordance with applicable regulations or more frequently, if necessary, to ensure that our linacs are uniformly and properly calibrated.

        Clinical Research.    We believe that a well-managed clinical research program enhances the reputation of our physician groups. We maintain information on over 30,000 patients. This data can be used by the radiation oncologists and others to research treatment patterns and potentially improve patient care.

Real Property

        Our executive and administrative offices are located in approximately 13,000 square feet of office space in Englewood, Colorado under a lease that expires in 2013. Our California national service center is located in approximately 7,700 square feet of office space in Irvine, California under a lease that expires in 2012. We also lease office space approved for medical use to house our treatment centers in the various communities where we operate. Our radiation oncology treatment centers generally range in size from 4,000 to 12,000 square feet and are typically located on hospital campuses in close proximity to referral sources. All of our treatment centers are located in office space approved for medical use, including three locations where certain of our directors, executive officers and equityholders have an ownership interest. These leases expire at various dates between 2011 and 2024 with renewal options of up to 30 years. Our current complement of offices and treatment centers meets our present requirements and our plans for continued growth of operations. However, where additional capacity is necessary at a treatment center, we will seek to acquire additional space where possible.

        The following table shows a list of our 37 radiation oncology treatment center locations:

Northern California Treatment Centers	Northern Florida Treatment Centers
Lodi	Jacksonville
Modesto	Jacksonville Beach
Stockton	Orange Park
	Palatka
Central California Treatment Centers	St. Augustine
Salinas
San Luis Obispo	Central Florida Treatment Centers
Santa Cruz	Beverly Hills
Santa Maria	Bradenton (East)
Simi Valley	Bradenton (West)
Templeton	Brandon
Thousand Oaks	Ocala
Ventura	Sebring
Westlake Village	Sun City Center
	Tampa
Southern California Treatment Centers	Zephyrhills
Anaheim
Fountain Valley	Southern Florida Treatment Centers
Mission Viejo	Englewood
	Port Charlotte
Indiana Treatment Centers	Sarasota
Angola	Venice
Ft. Wayne
Parkview
Warsaw

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        In addition to the treatment centers listed above, we have limited scope arrangements at two additional facilities in Florida and one facility in California as well as mobile PET/CT capabilities at five locations in Florida.

Employees

        As of June 30, 2010, we employ approximately 450 individuals. None of our employees are party to a collective bargaining agreement and we consider our relationships with our employees to be good. We believe we provide competitive wages and benefits and offer our employees a professional work environment that we believe helps us recruit and retain the staff we need to operate and manage our treatment centers. As of June 30, 2010, we were also affiliated with 14 physician groups that employed approximately 70 radiation oncologists. We do not employ radiation oncologists in part due to laws and regulations placing a prohibition on such employment in one state in which we currently operate.

Insurance

        We are subject to claims and legal actions in the ordinary course of business. To cover these claims, we maintain professional liability insurance for our non-physician clinical professionals, as well as general liability and property insurance in amounts we believe are sufficient for our operations. Our professional liability insurance provides primary coverage on a claims-made basis per incident and in annual aggregate amounts. In addition, we currently maintain umbrella coverage, which provides additional coverage for general liability and automobile liability claims. We also maintain directors and officers liability, employer practices liability, and fiduciary liability insurance.

Competition

        The radiation therapy market is highly fragmented and our business is highly competitive. The principal competitive factors are patient service and satisfaction, quality of care, radiation oncologists' experience and expertise, strength of operational systems, access to advanced treatment procedures and planning techniques, ease of physical access, breadth of managed care contract coverage, strength of patient referrals, management strength and regional network market share. Several sources of competition exist, including sole practitioners, single and multiple specialty physician groups, hospitals and other operators of radiation therapy centers.

        There are approximately 2,200 radiation oncology centers in the United States, of which approximately 1,000 are freestanding, or non-hospital based, treatment centers. The radiation therapy market is highly fragmented with the top three outpatient radiation oncology providers accounting for approximately 25% of all free-standing treatment centers.

Legal Proceedings

        We are from time to time party to legal proceedings which arise in the normal course of business. We are not currently involved in any material litigation, the outcome of which would, in management's judgment based on information currently available, have a material adverse effect on our financial condition, results of operations or cash flows.

Regulation

        The healthcare industry is highly regulated and the federal and state laws that affect our business are significant. Federal law and regulations are based primarily upon the Medicare and Medicaid programs, each of which is financed, at least in part, with federal money. State jurisdiction is based upon the state's authority to license certain categories of healthcare professionals and providers and the state's interest in regulating the quality of healthcare in the state, regardless of the source of payment.

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The significant areas of federal and state regulatory laws that could affect our ability to conduct our business include those regarding:

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the Medicare and Medicaid programs;

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false and other improper claims;

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the Health Insurance Portability and Accountability Act of 1996, or HIPAA;

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civil and monetary penalties law;

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privacy, security and code set regulations;

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anti-kickback laws;

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the Stark Law and other self-referral and financial inducement laws;

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fee-splitting;

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corporate practice of medicine;

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anti-trust; and

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licensing.

        A violation of these laws could result in civil and criminal penalties, the refund of monies paid by government and/or private payors, exclusion of physicians, the affiliated physician groups or us from participation in Medicare and Medicaid programs and/or loss of physician license to practice medicine. We believe we exercise care in our efforts to structure our arrangements with our affiliated physician groups to comply with applicable federal and state laws. We have a Corporate Compliance Program consistent with relevant requirements set forth by the Office of the Inspector General, or OIG, and the Department of Health and Human Services, or HHS. Although we believe we are in material compliance with all applicable laws, these laws are complex and a review of our affiliated physician groups by a court, or law enforcement or regulatory authority could result in an adverse determination that could harm our business. Furthermore, the laws applicable to us are subject to change, interpretation and amendment, which could adversely affect our ability to conduct our business.

        We estimate that approximately 58%, 54%, 50%, 46% and 44% of our affiliated physician groups' net revenue for the six months ended June 30, 2009 and 2010 and for fiscal years 2007, 2008 and 2009, respectively, consisted of reimbursements from Medicaid and Medicare government programs. In order to be certified to participate in the Medicare and Medicaid programs, each provider must meet applicable HHS regulations and requirements relating to, among other things, the type of facility, operating policies and procedures, maintenance equipment, personnel, standards of medical care and compliance with applicable state and local laws. Our affiliated physician groups and their physicians are certified to participate in the Medicare and Medicaid programs.

Federal Law

        The federal healthcare laws apply in any case in which we are providing an item or service that is reimbursable under Medicare or Medicaid. The principal federal laws that affect our business include those that prohibit the filing of false or improper claims with the Medicare or Medicaid programs, those that prohibit unlawful inducements for the referral of business reimbursable under Medicare or Medicaid and those that prohibit the provision of certain services by a provider to a patient if the patient was referred by a physician with which the provider has certain types of financial relationships.

        False and Other Improper Claims.    The federal False Claims Act permits the government to fine us if we knowingly submit, or participate in submitting, any claims for payment to the federal government that are false or fraudulent, or that contain false or misleading information. A provider or billing agent

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can be found liable not only for submitting false claims with actual knowledge, but also for doing so with reckless disregard or deliberate ignorance of such falseness. In addition, knowingly making or using a false record or statement to receive payment from the federal government is also a violation. If we are ever found to have violated the False Claims Act, we could be required to make significant payments to the government (including damages and penalties in addition to the reimbursements previously collected) and could be excluded from participating in Medicare, Medicaid and other federal healthcare programs. Knowingly making, using or causing to be used claims that are false or fraudulent carries a penalty of up to $50,000 for each false record or statement.

        Under the False Claim Act's "whistleblower" provisions, a private individual is permitted to bring an action on behalf of the government alleging that the defendant has defrauded the government. After the individual has initiated the lawsuit, the government must decide whether to intervene (and become the primary prosecutor) or decline to join, in which case the individual may choose to pursue the case alone and retain primary control over the prosecution. If the litigation is successful, the individual is entitled to a percentage of whatever the government recovers, ranging from 15-30%, depending on whether the government intervened and a host of other factors. Recently, the number of suits brought against healthcare providers by individuals has increased dramatically. Indeed, under the Deficit Reduction Act of 2005, states are being encouraged to adopt legislation similar to the federal False Claims Act to establish liability for the submission of fraudulent claims to the state Medicaid program. Even where a whistleblower action is dismissed with no monetary judgment, we may incur substantial legal fees and other costs relating to an investigation. Liability under the False Claims Act would adversely affect our financial performance and our ability to operate our business.

        While the criminal statutes generally are reserved for instances evidencing fraudulent intent, the civil and administrative penalty statutes are being applied by the federal government in an increasingly broad range of circumstances. Examples of the type of activity giving rise to liability for filing false claims include, but are not limited to:

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failure to comply with the technical billing requirements applicable to our Medicare and Medicaid business (e.g., mis-coding of services and billing for services not rendered);

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failure to comply with the Anti-Kickback Law and/or Stark Law (as described in more detail below);

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failure to comply with the Medicare physician supervision requirements applicable to the services our affiliated physician groups provide, or the Medicare documentation requirements concerning such physician supervision; and

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the past conduct of the companies we have acquired.

        Additionally, the federal government takes the position that a pattern of claiming reimbursement for unnecessary services violates these statutes if the claimant should have known that the services were unnecessary. The federal government also takes the position that claiming reimbursement for services that are substandard is a violation of these statutes if the claimant should have known that the care was substandard. Criminal penalties also are available in the case of claims filed with private insurers if the federal government shows that the claims constitute mail fraud or wire fraud or violate a number of federal criminal healthcare fraud statutes.

        Medicare carriers and state Medicaid agencies also have certain fraud and abuse authority. Private insurers may also bring actions under false claim laws. In addition, the federal government has engaged a number of nongovernmental-audit organizations to assist it in tracking and recovering false claims for healthcare services. The illegal practices targeted include:

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billing for tests/procedures not performed;

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billing for tests/procedures not medically necessary or not ordered by the physician;

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"upcoding" tests/procedures to realize higher reimbursement than what is owed;

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offering inducements to physicians to encourage them to refer patients; and

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submitting duplicate billings.

        Further, on May 20, 2009, President Obama signed into law the Fraud Enforcement and Recovery Act of 2009, which greatly expanded the types of entities and conduct subject to the federal False Claims Act. The Fraud Enforcement and Recovery Act appropriated over $500 million for federal law enforcement authorities to combat financial fraud in 2010 and 2011.

        Most recently, in March 2010, President Obama signed into law the Patient Protection and Affordable Care Act, as amended by the PPACA, also known as health care reform. PPACA, among other things, heightens potential liability under the federal False Claims Act by allowing more whistleblower lawsuits alleging violations through a narrowing of the triggers for the public disclosure bar. The public disclosure bar, which previously served to protect the health care industry from opportunistic whistleblower lawsuits, prohibits whistleblower lawsuits based on information that has already been publicly disclosed in certain ways. PPACA also amended the False Claims Act so that the public disclosure bar is not jurisdictional and does not require dismissal if the government opposes dismissal. Finally, PPACA relaxes the requirement that the whistleblower, where there has been a public disclosure, have direct knowledge of the action and merely requires that the whistleblower have independent knowledge which adds materially to the publicly disclosed allegations. While the full impact of these changes is not yet known, they are predicted to increase whistleblower lawsuits. If an individual were to file such a suit against us, even if without merit, we could incur significant legal fees in investigating and defending the action.

        Further, the PPACA now requires that overpayments be returned within 60 days of identification of the overpayment or the date a corresponding cost report is due (whichever is later), along with a written explanation of the reason for the overpayment. Any overpayment retained after this deadline will now be considered an "obligation" for purposes of the False Claims Act and subject to fines and penalties.

        In addition to the federal False Claims Act, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or the HITECH Act, created new federal statutes designed to combat fraud and false statements in the healthcare context. The false statement provision prohibits knowingly and willingly falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. A violation of this statute is a felony and may result in fines, imprisonment or exclusion from government sponsored programs.

        We believe our billing and documentation practices comply with applicable laws and regulations in all material respects. Our Chief Compliance Officer and Director of Billing along with our professional coders, work together to establish coding and billing rules and procedures to be utilized at our radiation oncology treatment centers and provide consistency across centers. Billing and collection functions are conducted at two centralized locations. In each radiation oncology treatment center, trained staff are in charge of executing these rules and procedures with the technical personnel located at each treatment center. To provide an external check on the integrity of the coding process, we conduct chart audits and have also retained the services of a third-party consultant to review and assess our coding procedures and processes on a periodic basis. Although we monitor our billing practices for compliance with applicable laws, such laws are very complex and we might not have sufficient regulatory guidance to assist us in our interpretation of these laws. A determination that we have violated these laws could result in significant civil or criminal penalties which could harm our business. We and/or our affiliated physician groups could also become the subject of a federal or state civil or

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criminal investigation or action, could be required to defend the results of such investigation and be subjected to possible civil and criminal fines. We and/or our affiliated physician groups could also be sued by private payors and be excluded from Medicare, Medicaid or other federally funded healthcare programs.

        HIPAA.    In addition to creating civil and criminal liability in connection with the federal statutes discussed above, HIPAA also establishes uniform standards governing the conduct of certain electronic health care transactions and protecting the security and privacy of individually identifiable health information maintained or transmitted by certain covered entities, including health care providers.

        HIPAA includes statutory provisions which have authorized HHS to issue regulations and standards for electronic transactions regarding the privacy and security of healthcare information which apply to us and our treatment centers. The HIPAA regulations include:

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privacy regulations that protect individual privacy by limiting the uses and disclosures of individually identifiable health information and creating various privacy rights for individuals;

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security regulations that require covered entities to implement administrative, physical and technological safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form; and

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transaction standards regulations that prescribe specific transaction formats and data code sets for specified electronic healthcare transactions.

        If we fail to comply with the HIPAA regulations, we and/or our affiliated physician groups may be subject to civil monetary penalties and, in certain circumstances, criminal penalties. The American Recovery and Reinvestment Act of 2009, commonly referred to as the economic stimulus package, included the HITECH Act which made a variety of changes to HIPAA, including the creation of a multi-tier approach for civil monetary penalties applicable to HIPAA violations:.

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In the absence of knowledge of a violation occurring before February 18, 2009, the civil monetary penalty applicable to a covered entity shall be $100 per violation not to exceed $25,000 for all identical violations in a calendar year. For violations occurring on or after February 18, 2009, the penalty can range from $100 to $50,000 per violation not to exceed $1.5 million for all identical violations in a calendar year;

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If the violation occurred from reasonable cause but not willful neglect, the penalty shall be at least $1,000 to $50,000 per violation not to exceed $1.5 million for all identical violations in a calendar year;

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If the violation occurred from willful neglect but was corrected within 30 days, the penalty shall be at least $10,000 to $50,000 per violation not to exceed $1.5 million for all identical violations in a calendar year; and

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If the violation occurred from willful neglect and was not corrected within 30 days, the penalty shall be at least $50,000 per violation not to exceed $1.5 million for all identical violations in a calendar year.

        The HIPAA regulations related to privacy establish comprehensive federal standards relating to the use and disclosure of individually identifiable health information or protected health information, PHI. The privacy regulations establish limits on the use and disclosure of protected health information, provide for patients' rights, including rights to access, request amendment of, and receive an accounting of certain disclosures of protected health information and require certain safeguards to protect protected health information. For example, HHS has indicated that cells and tissues are not protected health information, but that analyses of them are protected. HHS has stated that if a person provides cells to a researcher and tells the researcher that the cells are an identified individual's cancer cells,

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that accompanying statement is protected health information about that individual. In addition, each covered entity must contractually bind individuals and entities that furnish services to the covered entity or perform a function on its behalf, and to which the covered entity discloses protected health information, to restrictions on the use and disclosure of that information. In general, the privacy regulations do not supersede state laws that are more stringent or grant greater privacy rights to individuals. Thus, we must reconcile the privacy regulations and other state privacy laws. We have implemented extensive policies and procedures designed to protect our affiliated physician groups' patients' privacy and have designated a Privacy Officer to comply with these regulations. We believe our operations are in material compliance with the privacy regulations, but there can be no assurance that the federal government would determine that we are in compliance.

        The HIPAA security regulations establish detailed requirements for safeguarding protected health information that is electronically transmitted or electronically stored. Some of the security regulations are technical in nature, while others may be addressed through policies and procedures. We have implemented extensive policies and procedures designed to protect our affiliated physician groups' patients' health information and have appointed a Security Officer to comply with these regulations. Nevertheless, there can be no assurances that the government would deem us to be in full compliance with the security regulations.

        The HIPAA transaction standards regulations are intended to simplify the electronic claims process and other healthcare transactions by encouraging electronic transmission rather than paper submission. These regulations provide for uniform standards or data reporting, formatting and coding that we must use in certain transactions with health plans. We have implemented or upgraded our computer and information systems as we believe necessary to comply with our transaction standards regulations. Nevertheless, there can be no assurance that the federal government would deem us to be in full compliance.

        The HITECH Act also dramatically expanded, among other things: (1) the scope of HIPAA to include "business associates" who receive or obtain protected health information, or PHI, in connection with providing a service to the covered entity; (2) substantive security and privacy obligations, including notification requirements to affected individuals and others of breaches of unsecured PHI; and (3) restrictions on marketing communications and creation of a prohibition on covered entities or business associates from receiving remuneration in exchange for PHI.

        We are currently unable to estimate the total cost of complying with these regulations and the consequences to our business. Although we believe that we are in material compliance with the applicable HIPAA standards, rules and regulations, as amended by the HITECH Act, if we fail to comply with these standards, we could be subject to criminal penalties and civil sanctions.

        In addition to federal regulations issued under HIPAA, some states have enacted privacy and security statutes and/or regulations that are, in some cases, more stringent than those issued under HIPAA. In those cases, it may be necessary to modify our operations and procedures to comply with the more stringent state laws, which may entail significant and costly changes for us. We believe that we are in compliance with such state laws and regulations. However, if we fail to comply with applicable state laws and regulations, we could be vulnerable to the imposition of additional sanctions.

        Federal Anti-Kickback Law.    Federal law commonly known as the "Anti-Kickback Statute" prohibits the knowing and willful solicitation, receipt, offer or provision of remuneration (direct or indirect, overt or covert, in cash or in kind) which is intended to induce:

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the referral of an individual for a service for which payment may be made by Medicare and Medicaid or certain other federal healthcare programs; or

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the ordering, purchasing, leasing or arranging for, or recommending the purchase, lease or order of, any service or item for which payment may be made by Medicare, Medicaid or certain other federal healthcare programs.

        The definition of "remuneration" has been broadly interpreted to include anything of value. This may include, for example, gifts, discount, credit arrangements, waivers of payments, the furnishing of supplies or equipment and providing anything at less than its fair market value. Nevertheless, under the "one purpose test," courts have found prohibited remuneration which is offered or paid for otherwise legitimate purposes if the circumstances show that one purpose of the arrangement is to induce referrals. Even bona fide investment interests in a healthcare provider may be questioned under the Anti-Kickback Statute if the government concludes that the opportunity to invest was offered as an inducement for referrals. The penalties for violations of this law are severe and include criminal penalties and civil sanctions including fines and/or imprisonment and exclusion from the Medicare and Medicaid programs.

        As a result of the passage of PPACA, a person no longer needs to have actual knowledge of the Anti-Kickback Statute nor the specific intent to violate the statute in order to be subject to its broad penalties. This reduced intent requirement overrides the higher "knowingly and willfully" intent requirement adopted by certain courts and could allow prosecutors to base anti-kickback charges on apparently legitimate practices by individuals or companies acting without any intent to violate the law or knowledge that they were doing so. PPACA also amends the Anti-Kickback Statute to explicitly provide that a violation of the statute constitutes a false or fraudulent claim under the federal False Claims Act, discussed above. Finally, PPACA updates the definition of a "health care fraud offense" in the federal criminal code to include violations of, among other laws, the Anti-Kickback Statute. This change will enable increased enforcement of alleged violations of the Anti-Kickback Statute.

        In recognition of the practical reality that the Anti-Kickback Statute may prohibit innocuous or beneficial arrangements within the healthcare industry, the U.S. Department of Health and Human Services issued regulations in July of 1991 that create a series of "safe-harbors." These regulations set forth certain provisions which, if met in form and substance, assure health care providers and other parties that they will not be prosecuted under the Anti-Kickback Statute. Failure to meet the requirements of a safe harbor, however, does not necessarily mean a transaction violates the Anti-Kickback Statute.

        There are several aspects of our relationships with physicians to which the Anti-Kickback Statute may be relevant. As billing agents for our affiliated physician groups, we claim reimbursement from Medicare or Medicaid for services that are ordered, in some cases, by our radiation oncologists who hold shares, or options to purchase shares, of our common stock. In addition, other physicians who become investors in us pursuant to or after the private note offering may refer patients to us for those services. Although neither the existing nor potential investments in us by physicians qualify for protection under the safe harbor regulations, we do not believe that these activities fall within the type of activities the Anti-Kickback Statute was intended to prohibit. We also claim reimbursement from Medicare and Medicaid for services referred from other healthcare providers with whom we have financial arrangements. While we believe that these arrangements generally fall within applicable safe harbors or otherwise do not violate the law, there can be no assurance that the government will agree, in which event we could be harmed.

        We believe our operations are in material compliance with applicable Medicare and fraud and abuse laws and seek to structure arrangements to comply with applicable safe harbors where reasonably possible. Even though we continuously strive to comply with the requirements of the Anti-Kickback Statute, liability may still arise because of the intentions or actions of the parties with whom we do business. In addition, we may have Anti-Kickback liability based on arrangements established by the entities we have acquired if any of those arrangements involved actions, even in the absence of specific

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intent, to exchange remuneration for referrals, as prohibited by the Anti-Kickback Statute. If our arrangements were found to be illegal, we, our affiliated physician groups and/or the individual physicians would be subject to civil and criminal penalties, including exclusion from the participation in government reimbursement programs, and our arrangements would not be legally enforceable, which could materially adversely affect us.

        The OIG issues advisory opinions that provide advice on whether proposed business arrangements violate the anti-kickback law. In Advisory Opinion 98-4, the OIG addressed physician practice management arrangements. In Advisory Opinion 98-4, the OIG found that administrative services fees based on a percentage of affiliated physician group revenue may violate the Anti-kickback Statute. This Advisory Opinion suggests that OIG might challenge certain prices below Medicare reimbursement rates or arrangements based on a percentage of affiliated physician group revenue. We believe that the fees we charge for our services under our MSAs are commensurate with the fair market value of the services. While we believe our arrangements are in material compliance with applicable law and regulations, OIG's advisory opinion suggests there is a risk of an adverse OIG finding relating to the business practices reviewed in the advisory opinion. Any such finding could have a material adverse impact on us.

        The Stark Self-Referral Law.    Our affiliated physicians are also subject to federal law which prohibits payments for referral of patients and referrals by physicians to healthcare providers with whom the physicians have a financial relationship. The Ethics in Patient Referral Act of 1989, commonly referred to as the federal physician self-referral prohibition or Stark Law, is a strict liability statute prohibiting a physician from referring a patient to an entity for certain designated health services reimbursable by Medicare or Medicaid if the physician (or an immediate family member) has any financial arrangement with the entity and no statutory or regulatory exception applies. The Stark Law also prohibits the entity from billing for any such prohibited referral. The designated health services covered by the law include radiology services, infusion therapy, radiation therapy and supplies, outpatient prescription drugs and hospital services, among others.

        In addition to the conduct directly prohibited by the law, the statute also prohibits "circumvention schemes" designed to obtain referrals indirectly that cannot be made directly. In addition, any person who presents or causes to be presented a claim to the Medicare or Medicaid program in violation of the Stark Law is subject to civil monetary penalties for each claim submitted, an assessment of up to three times the amount claimed, and possible exclusion from participation in federal health care programs. Claims submitted in violation of the Stark Law may not be paid by Medicare or Medicaid, and any person collecting any amounts in connection with a prohibited bill is legally obligated to refund such amounts.

        The Stark Law contains exceptions applicable to our operations. For example, the law explicitly excepts any referrals of radiation oncologists for radiation therapy if (1) the request is part of a consultation initiated by another physician; and (2) the tests or services are furnished by or under the supervision of the radiation oncologist. We believe the services rendered by our radiation oncologists comply with this exception.

        Some physicians who are not radiation oncologists are employed by companies or by professional corporations owned, in part, by certain of our directors with which we have MSAs. To the extent these professional corporations employ such physicians, and they are deemed to have made referrals for radiation therapy, their referrals will be permissible under the Stark Law to the extent that they meet a separate exception for employees. The employment exception requires, among other things, that the compensation be consistent with the fair market value of the services provided, and that it not take into account (directly or indirectly) the volume or value of any referrals by the referring physician.

        When physician employees who are not radiation oncologists have ownership interests in our company, additional Stark Law exceptions may apply, including the exception for in-office ancillary

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services. Another potentially applicable Stark Law exception is one for physician's ownership of publicly traded securities in a corporation with shareholders' equity exceeding $75 million as of the end of our most recent fiscal year.

        Most recently, PPACA, created new provisions applicable to the Stark Law exception for in-office ancillary services. These provisions are designed to prevent unnecessary referrals for specialists. For MRI, CT, PET and any other designated health service, the referring physician is required to (i) inform the patient in writing at the time of the referral to his own physician group that the patient may obtain the services from any provider; and (ii) provide the patient with a written list of providers who furnished such services in the area where the patient lives. PPACA also creates a statutory disclosure protocol for violations of the Stark Law and authorizes HHS to reduce the amount due and owing for violations taking into consideration various factors in HHS' discretion.

        We believe that our current operations comply in all material respects with the Stark Law and do not believe that we have established any arrangements or schemes involving any service of ours which would violate the Stark Law or the prohibition against schemes designed to circumvent the Stark Law. Although we rely on various Stark Law exceptions that except either the referral or the financial relationship involved, we may not be aware of all the financial arrangements the physician groups with whom we contract and their physicians and immediate family members have with entities to which they refer patients.

        As a general matter, both federal and state government agencies are continuing heightened and coordinated civil and criminal enforcement efforts. In issuing agency work plans, the federal government has made clear its intent to continue to scrutinize, among other thing, the billing practices of hospitals and other providers of health care services. The federal government has also increased funding to fight healthcare fraud and is coordinating its enforcement efforts among various agencies, including the U.S. Department of Justice, the U.S. Department of Health and Human Services, OIG and state Medicaid fraud control units. More specifically, PPACA increases funding for the Heath Care Fraud and Abuse Control Account for the next ten years by $10 million annually plus an additional $250 million between 2011 and 2016. Additionally, the PPACA authorizes the suspension of Medicare and Medicaid payments pending investigation of a credible allegation of fraud. As a result, in addition to legal and operational costs associated with a pending investigation, our revenues could be adversely affected by suspension of Medicare and Medicaid reimbursement to our affiliated physician groups.

State Law

        Typically, states are free to, and do, enact their own penalty provisions with respect to violations of health care fraud statutes such as anti-kickback and anti-referral laws. In some states, these penalties may include exclusion from the state Medicaid program. However, PPACA now requires states to terminate individuals or entities from their state Medicaid programs if they have been terminated from Medicare or from another state's Medicaid program. In addition, state Medicaid programs are required by PPACA to exclude an individual or entity that has failed to repay overpayments, been suspended, terminated or excluded from Medicaid participation, or is affiliated with any such entity.

        State Anti-Kickback Laws.    Many states in which we operate have laws that prohibit the payment of kickbacks in return for the referral of patients. Some of these laws apply only to services reimbursable under the state Medicaid program. However, a number of these laws apply to all healthcare services in the state, regardless of the source of payment for the service. Although we believe that these laws prohibit payments to referral sources only where a principal purpose for the payment is for the referral, the laws in most states regarding kickbacks have been subjected to limited judicial and regulatory interpretation and, therefore, no assurances can be given that our activities will be found to be in compliance. Noncompliance with such laws could have a material adverse effect upon us and subject us and the physicians involved to penalties and sanctions.

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        State Self-Referral Laws.    A number of states in which we operate, such as California and Florida, have enacted or are considering enacting self-referral laws that are similar in purpose to the Stark Law. However, each state law is unique. The state laws and regulations vary significantly from state to state, are often vague and, in many cases, have not been widely interpreted by courts or regulatory agencies. For example, some states only prohibit referrals where the physician's financial relationship with a healthcare provider is based upon an investment interest. Other state laws apply only to a limited number of designated health services. Finally, some states do not prohibit referrals, but merely require that a patient be informed of the financial relationship before the referral is made.

        These statutes and regulations can apply to services reimbursed by both governmental and private payors. Violations of these laws may result in prohibition of payment for services rendered, loss of licenses as well as fines and criminal penalties. State statutes and regulations affecting the referral of patients to healthcare providers range from statutes and regulations that are substantially the same as the federal laws and safe harbor regulations to a simple requirement that physicians or other healthcare professionals disclose to patients any financial relationship the physicians or healthcare professionals have with a healthcare provider that is being recommended to the patients. Adverse judicial or administrative interpretations of any of these laws could have a material adverse effect on our operating results and financial condition. In addition, expansion of our operations into new jurisdictions, or new interpretations of laws in existing jurisdictions, could require structural and organizational modifications of our relationships with physician groups and their physicians to comply with that jurisdiction's laws. Such structural and organizational modifications could have a material adverse effect on our operating results and financial condition. We believe that we are in compliance with the self-referral law of each state in which we have a financial relationship with a physician group and/or physician.

        Fee-Splitting Laws.    Many states in which we operate prohibit the splitting or sharing of fees between physicians and non-physicians. These laws vary from state to state and are enforced by courts and regulatory agencies, each with broad discretion. Most of the states with fee-splitting laws only prohibit a physician from sharing fees with a referral source. However, some states have a broader prohibition against any splitting of a physician's fees, regardless of whether the other party is a referral source. Some states have interpreted management agreements between entities and physicians as unlawful fee-splitting. In most cases, this is not considered to be fee-splitting when the payment made by the physician is reasonable reimbursement for services rendered on the physician's behalf.

        In certain states, we receive fees under our MSA from physician groups owned by certain of our shareholders. We believe we structured these fee provisions to comply with applicable state laws relating to fee-splitting. For example, in Florida we have modified our MSAs to comply with state agency interpretations of these laws by having our affiliated physician groups pay flat, fair market value fees for certain marketing services. However, there can be no certainty that, if challenged, either us or the affiliated physician groups will be found to be in compliance with each state's fee-splitting laws, and, if challenged successfully, this could have a material adverse effect upon us.

        We believe our arrangements with physician groups and/or physicians comply in all material respects with the fee-splitting laws of the states in which we operate. Nevertheless, it is possible regulatory authorities or other parties could claim we are engaged in fee-splitting. If such a claim were successfully asserted in any jurisdiction, our affiliated physician groups and/or their radiation oncologists, could be subject to civil and criminal penalties and professional discipline, and we could be required to restructure our contractual and other arrangements. Any restructuring of our contractual and other arrangements with affiliated physician groups could result in lower revenue from such affiliated physician groups, increased expenses in the management of the treatment centers associated with such affiliated physician groups and reduced influence over the business decisions of such affiliated physician groups. Alternatively, some of our existing contracts could be found to be illegal and unenforceable, which could result in the termination of those contracts and an associated loss of

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revenue. In addition, expansion of our operations to other states with fee-splitting prohibitions may require structural and organizational modification to the form of relationships that we currently have with affiliated physician groups and their physicians and hospitals. Any modifications could result in less profitable relationships with affiliated physician groups and their physicians and hospitals, less influence over the business decisions of affiliated physician groups and their physicians and failure to achieve our growth objectives.

        Corporate Practice of Medicine.    We are not licensed to practice medicine. The practice of medicine is conducted solely by the licensed radiation oncologists of our affiliated physician groups. The manner in which licensed physicians can be organized to perform and bill for medical services is governed by the laws of the state in which medical services are provided and by the medical boards or other entities authorized by such states to oversee the practice of medicine. Most states' corporate practice of medicine laws prohibit any person or entity other than a licensed professional from holding him, her or itself out as a provider of diagnoses, treatment or care of patients. Many states extend this prohibition to bar companies not wholly-owned by licensed physicians from employing physicians to maintain physician independence and clinical judgment.

        Business corporations are generally not permitted under certain state laws to exercise control over the medical judgments or decisions of physicians, or engage in certain practices such as fee-splitting with physicians. In states where we are not permitted to own a medical practice, we perform only non-medical and administrative and support services, do not represent to the public or patients that we offer professional medical services and do not exercise influence or control over the practice of medicine.

        Corporate Practice of Medicine laws vary widely regarding the extent to which a licensed physician can affiliate with corporate entities for the delivery of medical services. Florida is an example of a state that requires all practicing physicians to meet requirements for safe practice, but it has no provisions setting forth how physicians can be organized. In Florida, it is not uncommon for business corporations to own medical practices. We have developed arrangements which we believe are in compliance with the Corporate Practice of Medicine laws in the states in which we operate.

        We believe our operations and contractual arrangements as currently conducted are in material compliance with existing applicable laws. However, we can make no guarantees that we would be successful if our existing organization and our contractual arrangements with the professional corporations were challenged as constituting the unlicensed practice of medicine. In addition, we might not be able to enforce certain of our arrangements, including non-competition agreements. While the precise penalties for violation of state laws relating to the corporate practice of medicine vary from state to state, violations could lead to fines, injunctive relief dissolving a corporate offender or criminal felony charges. There can be no assurance that review of our business and our affiliated physician groups by courts or regulatory authorities will not result in a determination that could adversely affect our and their operations or that the healthcare regulatory environment will not change so as to restrict existing operations or our and their expansion. In the event of action by any regulatory authority limiting or prohibiting us or any affiliated physician group from carrying on business or from expanding operations to certain jurisdictions, structural and organizational modifications of us may be required, which could adversely affect our ability to conduct our business.

        Antitrust Laws.    In connection with the Corporate Practice of Medicine laws discussed above, all of the physician practices with which we are affiliated are necessarily organized as separate legal entities. As such, our physician groups may be deemed to be persons separate both from us and from each other under the antitrust laws and, accordingly, subject to a wide range of laws that prohibit anticompetitive conduct among separate legal entities. In addition, we also are seeking to acquire or affiliate with established and reputable practices in our target geographic markets and any market concentration could lead to antitrust claims.

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        We believe we are in compliance with federal and state antitrust laws and intend to comply with any state and federal laws that may affect our development of integrated radiation oncology treatment centers. There can be no assurance, however, that a review of our business by courts or regulatory authorities would not adversely affect the operations of us and/or our affiliated physician groups.

        State Licensing.    As a provider of radiation therapy services in the states in which we operate, we must maintain machine registrations for certain types of our equipment including our linacs and simulators. Additionally, we must maintain radioactive material licenses for each of our treatment centers which utilize radioactive sources. We believe that we possess or have applied for all requisite state and local licenses and are in material compliance with all state and local licensing requirements.

Reimbursement and Cost Containment

        Reimbursement.    We provide a full range of both professional and technical services. Those services include the initial consultation, clinical treatment planning, simulation, medical radiation physics, dosimetry, treatment devices, special services and clinical treatment management procedures.

        The initial consultation is charged as a professional fee for evaluation of the patient prior to the decision to treat the patient with radiation therapy. The clinical treatment planning also is reimbursed as a technical and professional component when involving IMRT and professional only in connection with non-IMRT treatment planning. Simulation of the patient prior to treatment involves both a technical and a professional component, as the treatment plan is verified with the use of a simulator accompanied by the physician's approval of the plan. The medical radiation physics, dosimetry, treatment devices and special services also include both professional and technical components. The basic dosimetry calculation is accomplished, treatment devices are specified and approved, and the physicist consults with the radiation oncologist, all as professional and technical components of the charge. Special blocks, wedges, shields or casts are fabricated, all as a technical and professional component.

        The delivery of the radiation oncology treatment from the linac is a technical charge. The clinical treatment administrative services fee is the professional fee charged weekly for the physician's management of the patient's treatment. Global fees containing both professional and technical components also are charged for specialized treatment such as hyperthermia, clinical intracavitary hyperthermia, clinical brachytherapy, interstitial radioelement applications and remote after-loading of radioactive sources.

        Coding and billing for radiation therapy is complex. We maintain a staff of coding professionals responsible for interpreting the services documented on the patients' charts to determine the appropriate coding of services for billing of third-party payors. In addition, we do not provide coding and billing services to hospitals where our affiliated physician groups are providing only the professional component of radiation oncology treatment services. We provide training for our coding staff and believe that our coding and billing expertise results in appropriate and timely reimbursement.

        Cost Containment.    We derived approximately 50%, 46%, and 44% of our affiliated physician groups' net revenue for the years ended December 31, 2007, 2008 and 2009, respectively, from payments made by Medicare and Medicaid. Our net revenue, whether from providers who bill third-party payors directly or from our direct billing, are impacted by Medicare laws and regulations.

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        In recent years, the federal government has sought to constrain the growth of spending in the Medicare and Medicaid programs. Through the Medicare program, the federal government pays for physician services under the Medicare Physician fee Schedule, derived from a resource-based relative value scale, or RBRVS. Under the RBRVS fee schedule, each physician service is given a weight that measures its costliness relative to other physician services. The basic approach for calculating the relative weight is based on three components that make up a physician's cost: (i) work component (reflecting the physician's time and work intensity); (ii) practice expense component (reflecting the device used in a given service and other overhead costs); and (iii) malpractice component (reflecting malpractice expenses associated with the service). The RBRVS is adjusted each year and is subject to increases or decreases at the discretion of Congress. For 2010, CMS announced a number of changes, which includes, among other things, a change to the data source used to calculate the practice expense component. For 2010, CMS projected that the combined impact of its changes would be an estimated 1% payment reduction in radiation oncology (and up to a 5% payment reduction by 2013 when these changes are fully implemented). Such changes may result in reductions in payment rates for procedures provided by our affiliated physician groups. RBRVS-type payment systems also have been adopted by certain private third-party payors and may become a predominant payment methodology. Broader implementation of such programs could reduce payments by private third-party payors and could indirectly reduce our operating margins to the extent that the cost of providing management services related to such procedures would not be proportionately reduced. To the extent our costs increase, our affiliated physician groups may not be able to recover such cost increases from government reimbursement programs. In addition, because of cost containment measures and market changes in non-governmental insurance plans, we may not be able to shift cost increases to non-governmental payors. Changes in the RBRVS could result in a reduction from historical levels in per patient Medicare revenue received by our affiliated physician groups; however, we do not believe such reductions would, if implemented, result in a material adverse effect on us.

        For services for which we bill Medicare as the billing agent for our affiliated physician groups or their physicians, our affiliated physician groups are paid under the Medicare Physician Fee Schedule which is updated annually. Under the existing Medicare statutory formula, payments under the Physician Fee Schedule would have decreased over the past several years without congressional intervention. For 2010, the Centers for Medicare and Medicaid Services, or CMS, projected a rate reduction of 21.2% under the statutory formula. A number of legislative initiatives have prevented this reduction thus far, but on an incremental basis. The latest was the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010, signed into law on June 25, 2010, which not only prevented the rate reduction, but also increased payment rates by 2.2%, effective June 1, 2010 through November 30, 2010. For 2011, CMS is projecting a rate reduction of 6.1%, but this projection does not account for the 2010 legislative changes to the Physician Fee Schedule updates. If Congress fails to intervene to prevent the negative update factor in the future, the resulting decrease in payment will adversely impact our revenues and results of operations.

        Additionally, the PPACA will substantially change the way health care is financed by both governmental and private insurers and may negatively impact payment rates for certain services. In addition, Medicare, Medicaid and other government sponsored healthcare programs are increasingly shifting to some form of managed care. Although governmental payment reductions have not materially affected us in the past, it is possible that such changes in the future could have a material adverse effect on our financial condition and results of operations, particularly given the sweeping changes provided for in the PPACA. We expect that there will continue to be proposals to reduce or limit Medicare and Medicaid payment for services.

        Rates paid by private third-party payors, including those that provide Medicare supplemental insurance, are based on established physician fees and are generally higher than Medicare payment rates. Nevertheless, third-party payors may impose limits on coverage or reimbursement for radiation

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therapy services. Furthermore, changes in the mix of patients between non-governmental payors and government sponsored healthcare programs, and among different types of non-government payor sources, could have a material adverse effect on us.

        Reevaluations and Examination of Billing.    Payors periodically reevaluate the services they cover. Funds received under all healthcare reimbursement programs are subject to audit with respect to the proper billing for physician services. Retroactive adjustments of revenue from these programs could occur. In some cases, government payors such as Medicare and Medicaid also may seek to recoup payments previously made for services determined not to be covered. Any such action by payors would have an adverse affect on our net revenue and earnings.

        Due to the uncertain nature of coding for radiation therapy services, we could be required to change coding practices or repay amounts paid for incorrect practices, either of which could have a materially adverse effect on our operating results and financial condition.

Other Regulations

        In addition, we are subject to licensing and regulation under federal, state and local laws relating to the collecting, storing, handling and disposal of medical specimens, infectious and hazardous waste and radioactive materials as well as the safety and health of our employees. The PET/CT services provided by certain of our affiliated physician groups require the use of radioactive materials. We believe such operations are in material compliance with applicable federal and state laws and regulations relating to the collection, storage, handling, treatment and disposal of all medical specimens, infectious and hazardous waste and radioactive materials. Nevertheless, there can be no assurance that our current or past operations would be deemed to be in compliance with applicable laws and regulations, and any noncompliance could result in a material adverse effect on us. Furthermore, we cannot completely eliminate the risk of accidental contamination or injury from these hazardous materials. We utilize licensed vendors for the disposal of such specimens and waste. In addition, we maintain professional liability insurance that covers such matters with coverage that we believe is consistent with industry practice and appropriate for the risks inherent in our business. Despite such precautions, in the event of an accident, we could face liability that exceeds the limits or falls outside the coverage of our insurance. We could also incur significant costs in order to comply with current or future environmental laws and regulations. To date, we have not had material expenses related to environmental or health and safety laws.

        In addition to our comprehensive regulation of safety in the workplace, the federal Occupational Safety and Health Administration, or OSHA, has established extensive requirements relating to workplace safety for healthcare employees, whose workers may be exposed to blood-borne pathogens, such as HIV and the hepatitis B virus. These regulations require work practice controls, protective clothing and equipment, training, medical follow-up, vaccinations and other measures designed to minimize exposure to, and transmission of, blood-borne pathogens.

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MANAGEMENT

Board of Directors and Executive Officers

        The following table provides information regarding our directors and executive officers:

Professional	Age		Title
L. Duane Choate		51	President, Chief Executive Officer and Director
Timothy A. Peach		59	Chief Financial Officer
Russell D. Phillips, Jr.		47	Executive Vice President, General Counsel and Chief Compliance Officer
William L. Pegler		55	Senior Vice President and Chief Operating Officer
Joseph Stork		52	Senior Vice President and Chief Development Officer
George A. Welton		55	Senior Vice President and Chief Information Officer
Shyam B. Paryani, M.D.		55	Chairman of the Board of Directors
Stanley M. Marks, M.D.		62	Director
Jonathan R. Stella, M.D.		52	Director
James D. Nadauld		36	Director
Robert J. Weltman		44	Director

L. Duane Choate, President, Chief Executive Officer and Director. Mr. Choate joined Oncure in 2007 as Executive Vice President and Chief Financial Officer and became our President and Chief Executive Officer in February 2010. Prior to joining Oncure, Mr. Choate was an independent healthcare consultant principally serving large physician-owned oncology groups from 2000 to 2007. From 1993 to 1999, Mr. Choate was employed by US Oncology, Inc., a publicly traded physician practice management company, initially in various finance positions and became Vice President of Financial Operations in 1996 and served from 1998 to 1999 as the chief operations executive, responsible for the development and timely implementation of same market growth strategies. Mr. Choate earned a Bachelor in Business Administration from the University of Houston and is a member of the American Institute of Certified Public Accountants.

Timothy A. Peach, Chief Financial Officer. Mr. Peach joined Oncure in March 2009 as Vice President Finance and Controller and became the Chief Financial Officer in March 2010. Mr. Peach has over 25 years of senior financial management and accounting experience with over ten years in the healthcare industry. Prior to joining Oncure, Mr. Peach served as a senior manager with PriceWaterhouse Coopers from 1975 to 1986, as a finance executive with Telectronics Pacing Systems, Inc., an international medical device manufacturer from 1988 to 1995, as a consultant and corporate officer on successful initial public offerings including SchlumbergerSema from 1996 to 2003, ARC, Inc. in 2004, Duke Energy Field Services, Inc. during 2005 through 2006, and Vista International Technologies, Inc. from 2006 to 2008 and has held the positions of Vice President Finance, Chief Accounting Officer and Chief Financial Officer for venture-backed and publicly traded companies. Mr. Peach earned a Bachelor of Science and a Masters of Business Administration from the University of Pittsburgh and is a member of the American Institute of Certified Public Accountants.

Russell D. Phillips, Jr. Executive Vice President, General Counsel and Chief Compliance Officer. Mr. Phillips joined Oncure in 2006 as Executive Vice President, General Counsel and Chief Compliance Officer. Prior to joining Oncure, Mr. Phillips served for eight years from 1998 through 2005 as the Executive Vice President, General Counsel and Secretary of Alliance Imaging, Inc., a publicly traded provider of diagnostic imaging services. During 1997, Mr. Phillips served as the Chief Legal Officer and Secretary of Talbert Medical Management Corporation, a publicly traded physician practice management company, from Talbert's inception until its acquisition by MedPartners, Inc. From 1992 to February 1997, Mr. Phillips was Corporate Counsel for FHP International Corporation, a publicly traded health maintenance organization at the time of its acquisition by PacifiCare Health

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Systems. Mr. Phillips also served as a corporate associate with the law firm of Skadden, Arps, Slate, Meagher & Flom from 1987 through 1991. Mr. Phillips received his Juris Doctorate degree in 1986 from Washington University School of Law, St. Louis, Missouri, after which he served as a judicial clerk for the Supreme Court of Delaware until 1987. Mr. Phillips is an active member of the State Bar of California.

William L. Pegler, Senior Vice President and Chief Operating Officer. Mr. Pegler joined Oncure in 2004 as Western Regional Vice President, subsequently became Senior Vice President in 2005, and was promoted to Senior Vice President and Chief Operating Officer in 2008. Mr. Pegler has over 25 years of senior healthcare management experience in various sectors including: radiation and medical oncology, hospital administration, rehabilitation, diagnostic and nursing home administration. He served as Chief Executive Officer for Specialty Hospitals from 1997 to 1999, and as the Western Divisional President for Continental Medical Systems, Inc. from 1993 to 1997. Mr. Pegler holds a Masters Degree in Health Administration from Trinity University, a Bachelor of Science in Physical Therapy from the University of Texas, Galveston, and a Bachelor of Arts Degree in Biology from the University of Texas, Austin.

Joseph Stork, Senior Vice President and Chief Development Officer. Mr. Stork joined Oncure in 2007 as Senior Vice President and Chief Development Officer. Mr. Stork has worked in the physician recruiting and development field since 1982. From 2003 to 2004, Mr. Stork was the Chief Operating Officer of Eastern European Mission, an organization that helps bring Christianity to the former Soviet block nations. From 2004 to 2007, Mr. Stork was the Chief Development Officer of FemPartners, an Ob/Gyn practice management company. Mr. Stork holds a Bachelor in Business Administration in Marketing and a Masters of Ministry degree from Harding University.

George A. Welton, Senior Vice President and Chief Information Officer. Mr. Welton joined Oncure as Senior Vice President and Chief Information Officer in 2008. Mr. Welton has over 20 years of experience in healthcare operations, information technology and consulting for startup, public, nonprofit and faith-based organizations. Prior to joining Oncure, Mr. Welton was the Senior Vice President/Chief Information Officer at The Breakaway Group from 2006 to 2008. The Breakaway Group is a consulting practice which specializes in educating users on adopting healthcare applications. Prior to that he served as Chief Information Office Partner of Tatum, LLC, from 2005 to 2006. Tatum, LLC is the largest executive services firm in the United States and provides C-level operational expertise to help resolve strategic, financial and technology issues. Prior to that Mr. Welton served as Chief Information Officer of Exempla Healthcare from 2000 to 2005. Mr. Welton is a fellow with the Health Information Management and Systems Society and holds Master's degrees in healthcare administration and public policy analysis from Tulane University and a Bachelor of Arts from Susquehanna University.

Shyam B. Paryani, M.D., M.H.A., F.A.C.R.O., Chairman of the Board of Directors. Dr. Paryani has been Chairman of our Board since 2006 and is a founder of Oncure Medical and was on the Board of Directors of Oncure Medical from 1998 through 2006. He has also served as Chairman of the Board of Oncure Medical from 2001 through 2006 and has been Chairman of the Medical Advisory Board of Oncure Medical since 2001. He is a Board Certified Radiation Oncologist and is a Licensed Radiation Physicist in the state of Florida. He is an Assistant Professor at the Mayo Clinic and teaches the Radiation Oncology Residents. He was inducted as a Fellow of the American College of Radiation Oncology in 2000. He currently serves on the Board of the Baptist Health Foundation as well as the University of North Florida's College of Health Dean's Council and Foundation Board.

Stanley M. Marks, M.D., Director. Dr. Marks has served as one of our directors since 2007. Dr. Marks founded Oncology Hematology Association, or OHA, in 1978, and has since led OHA to become one of the largest hematology-oncology practices in Pennsylvania. With the merger of OHA and the University of Pittsburgh Cancer Institute, Dr. Marks assumed the title of Director for Clinical

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Services and Chief Medical Officer of UPMC Cancer Centers, a position he held from 2000. In addition, since 2000 he is Chief of the Division of Hematology/Oncology, UPMC Shadyside Hospital, and Clinical Professor of Medicine for the University of Pittsburgh School of Medicine, where he received his undergraduate and medical degrees.

Jonathan R. Stella, M.D., Director. Dr. Stella has served as one of our directors since 2008. In 1990, Dr. Stella became the Medical Director of the San Luis Obispo Radiation Oncology Center in San Luis Obispo, California and has practiced medicine since 1988. He has practiced with the eight-center Coastal Radiation Oncology Medical Group for 20 years and has been its President since 2004. Dr. Stella received his undergraduate degree from the University of Wisconsin, Green Bay and medical degree from American University of the Caribbean School of Medicine. Dr. Stella currently serves on the board of the Wellness Community of San Luis Obispo County. Dr. Stella is a board-certified therapeutic radiologist.

James D. Nadauld, Director. Mr. Nadauld has served as one of our directors since 2006. Since 2004, Mr. Nadauld has been associated with Genstar Capital LLC most recently in the position of a principal from 2009, helping to identify, evaluate and execute acquisition and investment opportunities. From 2004 through 2006, Mr. Nadauld was a Senior Associate of Genstar and from 2007 through 2008 a Vice President of Genstar. Prior to joining Genstar, from 2000 to 2002, Mr. Nadauld was an Associate with MedEquity Investors, LLC in Wellesley Hills, Massachusetts, a healthcare-focused private equity firm. Previously, from 1998 to 2000, he was an investment banking analyst in the Global Healthcare Group at Lehman Brothers, Inc. in New York. Mr. Nadauld earned a Master's in Business Administration from Harvard Business School and a Bachelor of Arts in English from Brigham Young University. He is also a Director of Evolution Benefits™, Inc., Univita Health, Inc. and a former Director of Axia Health Management LLC.

Robert J. Weltman, Director. Mr. Weltman has served as one of our directors since 2006. Since 1995, Mr. Weltman has been associated with Genstar Capital LLC, most recently in the position of managing director from 2004 responsible for sourcing and executing acquisitions and monitoring several of Genstar's portfolio companies. Mr. Weltman joined Genstar in 1995 as Vice President. From 1991 to 1993, Mr. Weltman worked in the corporate finance and mergers and acquisitions departments of Salomon Brothers Inc. and from 1993 to 1995 at Robertson, Stephens & Co. where he assisted technology, environmental services, real estate, basic manufacturing and service companies in initial public offerings, private placements and public debt offerings. Mr. Weltman earned an AB from Princeton University. He is also a Director of Evolution Benefits™, Inc., PRA International Inc., Harlan Laboratories, Inc., MidCap Financial, LLC and Univita Health, Inc.

Board of Directors

        Our Board of Directors is responsible for the management of our business. Directors who are elected at an annual meeting of stockholders serve in their position until the next annual meeting and until their successors are elected and qualified. Because our securities are not listed on any stock exchange or inter-dealer quotation system, we are not required to have an independent board of directors or a separately designated audit committee whose members are independent, and therefore our board has not affirmatively determined whether the members of our Board of Directors would be considered independent under Section 303A.02 of the Listed Company Manual of the New York Stock Exchange, or NYSE. If our securities were to be listed on any stock exchange or inter-dealer quotation system, we believe that we would be considered a "controlled company" as defined in the NYSE listing standards and, therefore, could elect to be exempted from the NYSE requirements that the Board have a majority of independent directors and that we have a separate nominating/corporate governance committee composed entirely of independent directors. However, we believe that Dr. Marks would be considered independent under the NYSE listing standards. We do not believe that Drs. Paryani and Stella and Messrs. Choate, Nadauld and Weltman would be considered independent based upon NYSE listing standards.

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Board Committees

        Our Board of Directors has a standing Audit Committee and Compensation Committee. The Audit Committee is composed of Messrs. Nadauld and Weltman. Our Board of Directors has not affirmatively determined whether any of the members of the current Audit Committee is an "audit committee financial expert". However, we believe that Mr. Nadauld would be considered an audit committee financial expert if our Board of Directors were to make such a determination. The Compensation Committee is composed of Messrs. Nadauld and Weltman.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

        This compensation discussion describes the material elements of the compensation awarded to, earned by, or paid to our officers who are considered to be "named executive officers" during 2009, our last fiscal year. "Named executive officers" or "NEOs" refers to David S. Chernow, our former President and Chief Executive Officer; L. Duane Choate, who served as our Executive Vice President, Chief Financial Officer and Treasurer in 2009 and is now our President and Chief Executive Officer; Russell D. Phillips, Jr., Executive Vice President, Chief Compliance Officer, General Counsel and Secretary; William L. Pegler, Senior Vice President and Chief Operating Officer; and Joseph Stork, Senior Vice President and Chief Development Officer.

Compensation Committee

        The Compensation Committee of our Board, or the "Compensation Committee," has responsibility for establishing, implementing and continually monitoring adherence with our compensation philosophy. The Committee ensures that the total compensation paid to our named executive officers is in the amounts and subdivided into proportions of short and long-term components, cash and equity, and fixed contingent payments that we believe are most appropriate to incentivize, retain, and reward our named executive officers for achieving our objectives. Our Compensation Committee met four times during 2009 and acted by unanimous written consent on one occasion during 2009.

        Our Compensation Committee reviews the compensation of our named executive officers on at least an annual basis. In addition, our Compensation Committee is responsible for determining all stock-based and Executive Incentive Plan performance-based targets and cash awards for our named executive officers. Executive Incentive Plan targets are generally determined before the beginning of each year or at the time our annual budget is approved by the Board of Directors, whichever is later and are based on calendar year financial performance. The Compensation Committee has the authority to retain compensation consultants to assist it in making its decisions. If consultants are retained by the Compensation Committee, they are retained directly by the Compensation Committee and the decision to retain them is the Compensation Committee's alone. The Compensation Committee's decisions in 2009 were made without the use of compensation consultants.

Role of Our Executive Officers in Compensation Process

        In 2009, Mr. Chernow, then our President and Chief Executive Officer, served as a member of the Compensation Committee and offered recommendations on compensation of the NEOs with the exception of himself. As a member of the Compensation Committee, Mr. Chernow participated in the final determinations of compensation levels for the other NEOs, but he did not participate in the Committee's final determinations and decisions concerning his own compensation which were made in his absence. Mr. Chernow resigned from the position of President and Chief Executive Officer as of February 26, 2010 at which time Mr. Choate was appointed our President and Chief Executive Officer.

        Mr. Choate is also invited to attend meetings of the Compensation Committee, as our current President and Chief Executive Officer, and offers recommendations on compensation of other executives, but he is not a member of the Compensation Committee. During Mr. Chernow's tenure as President and Chief Executive Officer, the Board believed it appropriate to have the Chief Executive Officer as a member of the Compensation Committee when the Company neither had nor contemplated having publicly registered securities. In contemplation of the Senior Notes offering and the possibility that the same would be registered securities, Mr. Choate was not appointed as a member of the Compensation Committee upon commencing service as our Chief Executive Officer. Mr. Choate neither votes on the final determinations and decisions regarding the compensation of the other NEOs

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or his own compensation as such decisions related to Mr. Choate are made by the Compensation Committee in his absence.

General Compensation Philosophy

        The objective of our executive compensation program is to advance our stockholders' interests by attracting, motivating and retaining executives of the highest caliber and by aligning our executives' interests with those of our stockholders. The program is designed to reward performance and dedication, and to hold executives accountable for company-wide results. The Compensation Committee believes that compensation paid to our executives should be closely aligned with our performance on both a short-term and long-term basis, linked to specific, measurable results intended to create value for our stockholders, and should assist us in attracting and retaining key executives critical to our long-term success. To that end, the Compensation Committee believes executive compensation packages provided by the Company to its NEOs should include both cash and stock-based compensation that reward performance.

        All named executive officers have a significant element of compensation at risk in the form of cash bonuses tied to Company performance measured by Adjusted EBITDA. Each of our executives is assigned an annual target bonus which is stated as a percentage of his annual base salary. The percentage target increases along with the NEO's responsibilities within our Company and with the NEO's ability to influence the overall results of our Company. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization less certain non-recurring items which if taken into account for purposes of the Executive Incentive Plan would penalize our executives for items beyond their control and/or items not reflective of our actual operating results.

Elements of Compensation

        The elements of compensation we provide to our named executive officers are:

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base salary;

•

performance-based cash awards under our Executive Incentive Plan;

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cash bonuses paid at the discretion of the Compensation Committee;

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long-term equity incentive awards; and

•

severance arrangements and benefits.

        Subject to limited exceptions primarily related to car allowances, short-term disability insurance and a benefit plan for the reimbursement of out-of-pocket healthcare expenses, we do not provide perquisites for our NEOs on a basis that is different from other full-time employees. We do not have a strict policy for allocating between long-term and currently-paid-out compensation, or between cash and non-cash compensation. In general, however, the three most important elements of our compensation program—base salary, annual performance-based Executive Incentive Plan cash bonuses, and equity grants vesting over the course of several years—are allocated for each named executive officer based upon our assessment of that individual's role in our Company's success, as measured by our achievement of Adjusted EBITDA targets. For our named executive officers, this typically results in a large portion of overall compensation being tied to overall Company performance.

Overview

        For all NEOs compensation is intended to be performance-based. The Compensation Committee believes that compensation paid to executive officers should be closely aligned with the performance of the Company on both a short-term and long-term basis, linked to specific, measurable results intended

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to create value for stockholders, and that such compensation should assist the Company in attracting and retaining key executives critical to its long-term success.

        In establishing compensation for executive officers, the following are the Compensation Committee's objectives:

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Attract and retain individuals of superior ability and managerial talent;

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Ensure executive officer compensation is aligned with our corporate strategies, business objectives and the long-term interests of our stockholders and bondholders;

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Increase the incentive to achieve key strategic and financial performance measures by linking incentive award opportunities to the achievement of performance goals in these areas; and

•

Enhance the executives' incentive to maximize stockholder value, as well as promote retention of key people, by providing a portion of total compensation opportunities for executive management in the form of direct ownership in the Company through stock options.

        The Company's overall compensation program is structured to attract, motivate and retain highly qualified executive officers by paying them competitively, consistent with the Company's success and their contribution to that success. The Company provides a base salary to our executive officers and includes a significant Executive Incentive Plan performance-based bonus component. The Company believes compensation should be structured to ensure that a significant portion of compensation opportunity will be directly related to performance-based cash awards under our Executive Incentive Plan. Accordingly, the Company sets annual Adjusted EBITDA goals designed to directly link each NEO's compensation to the Company's performance and their own relative contribution within the Company. We do not have a formal policy on adjustment or recovery of cash bonus awards in the event our financial results are restated after payment of the cash bonus awards.

Determination of Compensation Awards

        The Compensation Committee is provided with the primary authority to determine and recommend the compensation awards available to our executive officers.

        In making compensation determinations, the Committee considers each NEO's unique position and responsibility and relies upon the judgment and industry experience of its members, including their knowledge of competitive salaries in the industry. We seek to compensate our NEOs for their performance throughout the year with annual base salaries that are fair and competitive within our marketplace. We believe that executive officer base salaries should be competitive with salaries for executive officers in similar positions and with similar responsibilities in our marketplace and adjusted for financial and operating performance and previous work experience. Our Compensation Committee does not make regular use of benchmarking or of compensation consultants. The amount of total compensation, the amounts allocated to each component and the target amounts payable under our Executive Incentive Plan are set by the Compensation Committee based on the general industry knowledge and experience of the members of our Compensation Committee, in alignment with the foregoing considerations, rather than in accordance with precise formulas or benchmarked levels, to ensure the attraction, development and retention of superior talent.

Base Salaries

        We provide named executives officers with base salary to compensate them for services rendered during the fiscal year. Base salary also serves as a baseline for recognition and reward in our performance-based Executive Incentive Plan cash awards and in our long-term equity grants. Base salary ranges for named executive officers are determined by the Compensation Committee for each executive based on his position and responsibility by the Committee using its own judgment and

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industry experience, including its knowledge of competitive salaries in the industry, in the manner described above.

        During its review of base salaries for executives, the Committee primarily considers:

•

Internal review of the executive's level of compensation, both individually and relative to other officers within the Company;

•

Knowledge of salaries for comparable executives; and

•

Reasonable enhancements from time-to-time to recognize our business success and the executive's taking on increased duties.

        The Compensation Committee's subjective decisions as to the type and amount of compensation in some cases reflect negotiations with the executive, as well as our assessment of how compensation can be structured to encourage both high performance by the executive and long-term service to the Company.

        Base salaries for the NEOs are established on an annual calendar year based on the scope of their responsibilities, individual contribution, prior experience, sustained performance, competitive salary levels and our budgetary constraints. No formulaic base salary increases are provided to any of the NEOs. None of the named executive officers received salary increases effective January 1, 2009 due to our uncertainty related to the Company's achievement of our targeted 2009 Adjusted EBITDA goals as a result of changes in CMS reimbursement rates; potential healthcare reform legislation; and the decline in patient census levels due to the global economic downturn. The Company's NEOs each agreed to a ten percent (10%) reduction in base salary effective March 1, 2009. Each NEO's base salary was restated to the December 31, 2008 level ($508,000 annually in the case of Mr. Chernow; $345,000 annually in the case of Mr. Choate; $285,000 annually in the case of Mr. Phillips; $230,000 annually in the case of Mr. Pegler; and $200,000 annually in the case of Mr. Stork) effective November 1, 2009 based upon our financial operating results through such date.

Executive Incentive Plan Awards

        Performance-based cash bonus awards under our Executive Incentive Plan consist of annual bonus awards and discretionary cash bonus awards. Each year's annual Executive Incentive Plan gives our executives an incentive to meet specific goals set by the Board of Directors with reference to that year's budget and forecasts approved by the Board. We believe that our annual Executive Incentive Plan encourages long-term growth in stockholder value by providing executives with a series of incentives particular to each year's circumstances. The Compensation Committee based 100% of the NEOs' annual cash bonus potential in 2009 on our achievement of projected Adjusted EBITDA in order to motivate the NEOs to maximize earnings from the Company's operations and to encourage the NEOs to work cooperatively as a team. We believe the annual budgeted amount of Adjusted EBITDA established by the Board is reasonably attainable while requiring substantial effort. The Compensation Committee determines each NEO's Executive Incentive Plan target award as a total percentage of base compensation exclusive of any amounts attributable to car allowances, stock based compensation, vacation time payouts and other similar compensation items. These awards are paid in cash to the NEOs shortly after the annual independent audit of our financial statements is completed if the performance goals have been met, the annual incentive has been earned in accordance with the terms and conditions of the Executive Incentive Plan, and the Compensation Committee determines and declares that the award should be paid. To tie compensation to performance, there is no minimum award of compensation required by the Executive Incentive Plan.

        Our 2009 Executive Incentive Plan established that no bonus would be paid unless we produced a minimum amount of Adjusted EBITDA ($41 million) and that bonuses would be paid at the full target amount only if Adjusted EBITDA equaled at least $43 million. In the event the Company exceeded the

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100% payout level of $43 million of Adjusted EBITDA the bonus amount would increase five percent (5%) for each one percent (1%) of Adjusted EBITDA above $43 million to $45 million and ten percent (10%) for each one percent (1%) of Adjusted EBITDA above $45 million. We did not achieve the minimum Adjusted EBITDA amount of $41 million to entitle the NEOs to any cash bonus payments under the 2009 Executive Incentive Plan. For bonuses paid in 2010 related to our 2009 performance, the Committee used it's authority under the Executive Incentive Plan provisions to provide the NEOs with discretionary cash bonuses as follows: $100,000 in the case of Mr. Chernow as part of his negotiated settlement agreement upon departure from our employment; $100,000 in the case of Mr. Choate; $65,000 in the case of Mr. Phillips; $50,000 in the case of Mr. Pegler; and $30,000 in the case of Mr. Stork. These bonuses were paid in recognition of each NEO's extraordinary efforts during the 2009 fiscal year which contained unanticipated challenges outside of the control of the NEOs that required the dedicated focus and time commitments from the NEOs in order for us to achieve our actual 2009 Adjusted EBITDA

Special Bonus Payments

        For 2009, we paid our NEOs special, one-time discretionary bonus payments, in addition to the Executive Incentive Plan awards described above, in amounts equal to the amounts that were foregone from their respective paychecks as a result of the temporary 10% decrease to their base salaries during fiscal year 2009. These bonuses were paid because our preliminary 2009 financial results indicated an improvement over our prior projections and compliance with our bank covenants for the year ending December 31, 2009 and the Compensation Committee determined payment of these amounts was fair and appropriate in light of our NEOs' agreements to the temporary decreases in salary described above.

Equity-Based Awards

        We believe that positive long-term performance is achieved in part by providing our NEOs with incentives that align their financial interests with the interests of our stockholders. The Compensation Committee believes that the use of stock option awards best accomplishes such alignment.

        Our Compensation Committee is authorized under our Equity Incentive Plan to grant incentive stock options and/or nonqualified stock options to purchase shares of our common stock to our employees and nonqualified stock options to purchase shares of common stock to our directors, independent contractors and consultants. We generally make initial stock option grants at the commencement of an executive's employment and additional subsequent grants following a significant change in job responsibilities or to meet other special retention or performance objectives. The Compensation Committee reviews and approves incentive stock option awards to all employees, including NEOs based upon its assessment of individual expected performance, past precedence based on internal job classifications, a review of each executive's existing long-term incentives and retention considerations.

        We did not grant any stock options or other equity-based awards to our NEOs in 2009 because none of our NEOs commenced employment or experienced a significant change in job responsibilities during 2009 that warranted such an award.

Employment and Severance Arrangements

        Our board of directors and our Compensation Committee consider the maintenance of a sound management team to be essential to protecting and enhancing our best interests. To that end, we recognize that the uncertainty that may exist among management with respect to their "at-will" employment may result in the departure or distraction of management personnel to our detriment. Accordingly, we have entered into employment agreements with each of our named executive officers

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that provide for certain severance payments and other post-employment benefits which we believe are appropriate to encourage the continued dedication and attention of these executives. The employment agreements with our named executive officers are described more fully below under '—Potential Payment Upon Termination or Change in Control.

Perquisites and Other Benefits

        Although perquisites are not a significant factor in our compensation programs, we provide certain limited perquisite and personal benefits to our named executive officers. We provide these benefits to assist our NEOs in performing their services for us and to attract and retain talented executives.

        The Company, at its sole cost, provides health and welfare benefits to each NEO, the NEO's spouse and eligible dependents such as the Company may from time to time make available to its other executives of the same level of employment. We also maintain a 401(k) retirement plan that is available to all eligible employees. We have the discretion to make annually matching contributions to the plan on behalf of our participating employees. Historically, we matched $0.50 for each $1.00 contributed up to 6% of each participant's annual compensation with a maximum of $2,500 per participant. The last discretionary match we made was in February 2009 for the 401(k) plan year ending December 31, 2008. Life, accidental death and dismemberment coverage is also offered to all eligible employees and premiums are paid in full by the Company. We also make available to our NEOs a long-term disability plan maintained at our expense. Other voluntary benefits, such as supplemental life and specific coverage insurance supplements are also made available and paid for by our NEOs and other employees. The above benefits are generally available to the NEOs on the same basis as all other eligible employees, subject to relevant regulatory requirements. The Company provides each NEO with an after tax automobile and life insurance allowance in accordance with the terms and conditions of each NEO's employment agreement or applicable Company policy.

Accounting and Tax Considerations

        Our annual tax aggregate deductions for each NEO's compensation are potentially limited by Section 162(m) of the Internal Revenue Code to the extent the aggregate amount paid to an executive officer exceeds $1.0 million per year, unless it is paid under a predetermined objective performance plan meeting certain requirements, or satisfies one of various other exceptions provided under Section 162(m) of the Internal Revenue Code. At our current NEO compensation levels, we anticipate that Section 162(m) of the Internal Revenue Code would be applicable only with respect to our Chief Executive Officer, and we considered its impact in determining compensation levels for our NEOs in 2009, while also considering the fact that the provisions under Section 162(m) would only be applicable if the Company were to become a public entity.

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2009 Summary Compensation Table

        The following table sets forth the compensation earned by our named executive officers. No other executive officers who would have otherwise been includable in the following table on the basis of salary and bonus earned for the year ended December 31, 2009 have been excluded by reason of their termination of employment or change in executive status during the year.

Name and principal position		Year		Salary ($)		Bonus ($)(1)		Option Awards ($)(2)		Non Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)			Total ($)
David S. Chernow			2009		473,807		134,193		—		—		47,504	(4)		655,504
	President and Chief		2008		508,000		—		—		838,200		40,730	(5)		1,386,930
	Executive Officer		2007		242,000		—		923,132		262,500		15,609	(6)		1,443,241
L. Duane Choate			2009		321,777		123,223		—		—		50,538	(7)		495,538
	Executive Vice President		2008		345,000		—		—		370,013		102,044	(8)		817,057
	and Chief Financial Officer		2007		119,000		—		302,553		76,061		6,879	(9)		504,493
Russell D. Phillips, Jr.			2009		265,816		84,184		—		—		56,773	(10)		406,773
	Executive Vice President,		2008		285,000		—		—		282,150		53,766	(11)		620,916
	General Counsel and		2007		276,000		—		—		169,950		31,483	(12)		477,433
	Chief Compliance Officer
William L. Pegler			2009		214,518		65,482		—		—		66,363	(13)		346,363
	Senior Vice President and		2008		230,000		—		—		189,750		139,876	(14)		559,626
	Chief Operating Officer		2007		205,900		—		—		105,575		31,251	(15)		342,726
Joseph Stork			2009		186,538		43,462		—		—		19,341	(16)		249,341
	Senior Vice President and		2008		200,000		—		32,533		145,000		42,789	(17)		420,322
	Chief Development Officer		2007		49,600		—		83,333		13,625		3,634	(18)		150,192

(1)

The bonus amounts for the named executive officers reflect discretionary payments made under our Executive Incentive Plan for services performed in 2009, as described above under "—Compensation Discussion and Analysis—Executive Incentive Plan Awards", in the following amounts for each of the named executive officers: Mr. Chernow: $100,000; Mr. Choate: $100,000; Mr. Phillips: $65,000; Mr. Pegler: $50,000; and Mr. Stork: $30,000. The bonus amounts also include special, one-time discretionary bonuses to the named executive officers for services performed in 2009, as more fully described in "—Compensation Discussion and Analysis—Special Bonus Payments", in the following amounts: Mr. Chernow: $34,193; Mr. Choate: $23,223; Mr. Phillips: $19,184; Mr. Pegler: $15,482; and Mr. Stork: $13,462.

(2)

Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For the assumptions used in calculating the value of these awards, refer to Note 13 to our consolidated financial statements for the year ended December 31, 2009 included elsewhere in this prospectus.

(3)

Amounts shown in the non equity incentive plan column represent payments made under the Executive Incentive Plan to the named executive officers that related to services performed in the applicable year and were paid based on our level of achievement of our applicable performance goals for the relevant year.

(4)

Includes auto allowance of $19,939, health, dental and vision benefits of $25,265 and long term disability and term life premiums paid of $2,300.

(5)

Includes auto allowance of $19,200, health, dental and vision benefits of $16,639, 401(k) employer match of $2,750 and long term disability and term life premiums paid of $2,141.

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(6)

Includes auto allowance of $8,862 and health, dental and vision benefits of $6,127 and long term disability and term life premiums paid of $620.

(7)

Includes auto allowance of $12,462, health, dental and vision benefits of $35,709 and long term disability and term life premiums paid of $2,367.

(8)

Includes auto allowance of $12,000, health, dental and vision benefits of $16,908, relocation reimbursement of $68,245, 401(k) employer match of $2,750 and long term disability and term life premiums paid of $2,141.

(9)

Includes auto allowance of $3,692 and health, dental and vision benefits of $2,690 and long term disability and term life premiums paid of $497.

(10)

Includes auto allowance of $20,769, health, dental and vision benefits of $8,006, vacation paid in lieu of time off of $25,761 and long term disability and term life premiums paid of $2,237.

(11)

Includes auto allowance of $20,000, health, dental and vision benefits of $5,834, vacation paid in lieu of time off of $21,924, 401(k) employer match of $2,750 and long term disability and term life premiums paid of $3,258.

(12)

Includes auto allowance of $20,000, health, dental and vision benefits of $2,906, vacation paid in lieu of time off of $5,288, 401(k) employer match of $1,800 and long term disability and term life premiums paid of $1,489.

(13)

Includes auto allowance of $13,352, health, dental and vision benefits of $25,800, vacation paid in lieu of time off of $24,771 and long term disability and term life premiums paid of $2,440.

(14)

Includes auto allowance of $12,857, health, dental and vision benefits of $4,261, vacation paid in lieu of time off of $8,847, relocation reimbursement of $108,730, long term disability and term life premiums paid of $2,431 and 401(k) employer match of $2,750.

(15)

Includes auto allowance of $16,718, health, dental and vision benefits of $2,590, vacation paid in lieu of time off of $8,654, long term disability and term life premiums paid of $1,489 and 401(k) employer match of $1,800.

(16)

Includes health, dental and vision benefits of $17,041 and long term disability and term life premiums paid of $2,300.

(17)

Includes health, dental and vision benefits of $9,076, relocation reimbursement of $29,340, long term disability and term life premiums paid of $1,623 and 401(k) employer match of $2,750.

(18)

Includes health, dental and vision benefits of $1,551, long term disability and term life premiums paid of $283 and 401(k) employer match of $1,800.

2009 Grants of Plan-Based Awards

        There were no grants of stock options or other equity-based awards during the year ended December 31, 2009 to the named executive officers. The following table sets forth the potential future payouts under non-equity incentive plan awards granted to our NEOs in 2009 under our Executive

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Incentive Plan. The actual amounts paid to our NEOs under our Executive Incentive Plan for 2009 are set forth in the 2009 Summary Compensation Table above.

			Potential Future Payouts Under Non-Equity Incentive Plan Awards
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)
David S. Chernow		1/9/09		279,400		508,000		—
L. Duane Choate		1/9/09		123,340		224,250		—
Russell D. Phillips, Jr.		1/9/09		94,050		171,000		—
William L. Pegler		1/9/09		63,250		138,000		—
Joseph Stork		1/9/09		55,000		120,000		—

Outstanding Equity Awards at December 31, 2009

        The following table provides information regarding outstanding equity-based awards held by the named executive officers as of December 31, 2009. All such equity based awards consist of stock options granted under the Equity Incentive Plan.

OPTION AWARDS
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Equity Incentive Plan Awards(1)		Option Exercise Price		Option Expiration Date
David S. Chernow		80,581		5,372		42,976	$	3.50		9/1/2016	(2)
		311,578		204,138		257,858	$	3.50		7/1/2017	(3)
L. Duane Choate		96,697		75,208		85,953	$	3.50		8/29/2017	(3)
Russell D. Phillips, Jr.		25,000		—		—	$	1.50		8/18/2016
		143,254		28,651		85,953	$	3.50		8/18/2016	(2)
William L. Pegler		37,500		—		—	$	1.50		8/18/2016
		107,441		21,488		64,465	$	3.50		8/18/2016	(2)
Joseph Stork		16,667		16,666		16,667	$	4.75		10/30/2017	(4)
		3,333		10,000		6,667	$	5.35		3/1/2018	(4)

(1)

The options will vest upon a change in control of the Company if certain targeted amounts of consideration (which increase over time) are achieved in connection with such change in control.

(2)

Except for the performance component, which vests as described in footnote (1) above, vests monthly on the anniversary date of the option grant over four years.

(3)

Except for the performance component, which vests as described in footnote (1) above, one quarter vests on the first anniversary date of the option grant with the remainder vesting monthly on the monthly anniversary date of the option grant over three years.

(4)

Except for the performance component, which vests as described in footnote (1) above, vests annually over four years on the anniversary date of the option grant.

Potential Payments Upon Termination or Change in Control

Agreements with Mr. Chernow and Mr. Choate

        We entered into employment agreements with the gentlemen that served as our CEO and CFO during 2009 in connection with their initial employment by the Company. Each employment agreement

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established a base salary, an annual target bonus (100% of base salary in the case of Mr. Chernow, our former CEO and 65% of base salary in the case of Mr. Choate, our then CFO) based on our achievement of certain financial performance targets as well as the provision of certain other typical benefits (e.g., vacation time, health benefits, etc.) and, in the case of Mr. Choate, a living accommodation and relocation allowance not to exceed $65,000 to initially commute to Orange County, California and ultimately relocate his residence to the Denver, Colorado area from Houston, Texas. Under each agreement, the executive's employment with us is "at-will." However, in the event of a termination "without cause" or a resignation due to "constructive termination" which the executive could deem to be a termination without cause, the executive is entitled to severance payments from us, consisting of bi-weekly payments of base salary in effect at the time of termination for a defined "Salary Continuation Period", provided the executive complies during such period with the non-compete and non-solicitation provisions of the agreement and executes a general release of all claims against us. In the case of a termination in connection with or within nine months following a "change of control" such Severance Payments would be made in a lump sum amount to each executive.

        Mr. Chernow, our former President and Chief Executive Officer, had a Salary Continuation Period of one year and Mr. Choate, our CFO, had a Salary Continuation Period of six months. Mr. Choate's employment agreement was amended in January 2009 to include payment to Mr. Choate during the Salary Continuation Period of his targeted bonus for the year in which the termination occurs. Under each employment agreement, in the event the executive is terminated by us or in the event of death or disability, he or his legal representative will also be entitled to receive "Ancillary Severance Benefits" from us. Ancillary Severance Benefits consist of compensation for all accrued unpaid vacation pay, back wages accrued and accrued sick pay, and except in the case of a termination for "cause," reimbursement of COBRA expenses for the continuation of health benefits for himself and his eligible dependents for an 18-month period or such time the executive becomes eligible for another employer's health insurance, whichever occurs first. In addition, Ancillary Severance Benefits include outplacement services for each executive in an amount not to exceed $15,000.

        The employment agreements provide that in the event the amounts payable to the executive and described above would constitute "excess parachute payments" within Section 280G of the Code, then the amounts payable shall be reduced to the extent necessary to avoid such amounts constituting an excess parachute payment. Each employment agreement was amended in December 2008 in order to ensure compliance with, or an exemption from, Section 409A of the Code.

        The employment agreements also provide that in the event of death or disability, the Company would pay to the executive or his legal representative a lump sum amount equal to half of his then current annual base salary in effect immediately prior to his death or disability. Under the employment agreements, "disability" means that for a period of six (6) months in any twelve (12) month period, the executive is incapable of substantially fulfilling his employment responsibilities and duties because of physical, mental or psychological incapacity resulting from injury, sickness or disease. "Cause," as defined under the terms of the respective employment agreements, means any of the following: (a) the executive enters a plea of guilty or nolo contendere to, or is convicted of, a felony or any other criminal act involving moral turpitude, dishonesty, or theft; (b) the executive has committed gross negligence, willful misconduct or a breach of his fiduciary duties in carrying out his duties; (c) the executive materially breaches the employment agreement and fails to cure such breach (in the event that such breach is capable of being cured) within 30 days following receipt of notice from us setting forth in reasonable detail the nature of such breach; (d) the executive habitually uses drugs or alcohol and such use constitutes an abuse thereof; (e) the executive engages in willful misconduct in the performance of his duties that (i) has a material adverse effect on the Company or (ii) constitutes a material violation of a policy adopted by the Board; or (f) the executive engages in material dishonesty or fraud in the performance of his duties.

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        "Constructive termination" means, subject to certain notice and cure periods, (a) with or without a change in his title or formal corporate action, there shall be a material diminution in the nature or scope of the authorities, powers, functions, duties or responsibilities of the executive as set forth in the employment agreement; (b) the executive is not appointed to, or is removed from, the offices or positions provided for in the employment agreement; (c) the executives annual base salary is decreased by the Company; (d) at any time following the executive's initial permanent relocation at the request of the Company, we change our headquarters greater than 30 miles from its then existing location without the executive's consent; (e) we fail to pay the executive's compensation or provide the employee benefits when due; or (f) we materially breach the employment agreement or the performance of our duties and obligations thereunder (including any failure to adopt an annual bonus plan in accordance with the employment agreements).

        In February 2010, in connection with Mr. Choate's promotion to Chief Executive Officer, we entered into a new employment agreement with Mr. Choate. Mr. Choate's new employment agreement contains substantially similar terms, conditions and definitions as described above. The new employment agreement sets Mr. Choate's target bonus at 100% of his current base salary and provides for a Salary Continuation Period of one year and the payment of one-half of Mr. Choate's targeted bonus for the year in which the termination occurs. A lump sum payment is also provided for in the new employment agreement in the event of a termination in connection with or within nine months after a change in control. The new agreement provides in the event of death or disability, the Company would pay to Mr. Choate or his legal representative a lump sum amount equal to half of his then current annual base salary and half of his current target bonus in effect immediately prior to his death or disability. Similar Ancillary Severance Benefits are payable under Mr. Choate's new employment agreement. Mr. Choate's new employment agreement, which is intended to comply with, or qualify for an exemption from, Section 409A of the Code, does not provide amounts payable thereunder will be reduced if such payments would constitute an excess parachute payment under Section 280G of the Code.

        Each of our other NEOs (not including Messrs. Chernow and Choate) is party to an employment agreement with the Company. Under each agreement, the executive officer is entitled to receive a base salary and a target bonus (60% of base salary in the case of Mr. Phillips and 50% of base salary in the case of Messrs. Pegler and Stork). The terms, conditions and definitions in the employment agreements are substantially similar to those outlined above for Messrs. Chernow and Choate. Mr. Phillips has a Salary Continuation Period of one year; Messrs. Pegler and Stork have a Salary Continuation Period of six months. The employment agreements for Messrs. Phillips and Pegler provide for the payment of their respective then current target bonus for the year in which the termination occurs during the Salary Continuation Period. Ancillary Severance Benefits are payable to Mr. Phillips for a twelve month period and Ancillary Severance Benefits are payable to Messrs. Pegler and Stork for a six month period. Mr. Pegler was provided with a living assistance and relocation allowance of $108,730 in connection with the relocation of his residence from San Diego, California to the Denver, Colorado area, and Mr. Stork was provided with a living assistance and relocation allowance of $29,340 in connection with the relocation of his residence from Houston, Texas to the Denver, Colorado area. Mr. Phillips' primary office location remains in Orange County, California.

        The following table shows the value of severance benefits and other benefits for our 2009 named executive officers, excluding Mr. Chernow, under their current employment agreements, assuming each

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named executive officer had terminated employment on December 31, 2009, and, in the case of Mr. Choate, assuming his current agreement were in effect on December 31, 2009.

Name	Payment Type	Death or Disability ($)		Termination Without Cause or "Constructive Termination" ($)		Termination After Change in Control ($)
L. Duane Choate	Cash Severance		500,000		750,000		750,000
	Benefit Continuation		33,902		48,902		48,902
	Total		533,902		798,902		798,902
Russell D. Phillips, Jr.	Cash Severance		228,000		456,000		456,000
	Benefit Continuation		9,567		24,567		24,567
	Total		237,567		480,567		480,567
William L. Pegler	Cash Severance		172,500		230,000		230,000
	Benefit Continuation		7,945		22,945		22,945
	Total		180,445		252,945		252,945
Joseph Stork	Cash Severance		50,000		100,000		100,000
	Benefit Continuation		4,864		19,864		19,864
	Total		54,864		119,864		119,864

        In connection with Mr. Chernow's termination of employment with us in February 2010, we entered into a separation agreement with Mr. Chernow under which he received payments of one year of his then-current base salary ($508,000), payable per our normal payroll cycle for a twelve month period, $100,000 in lieu of any amounts earned under our 2009 Executive Incentive Plan, payable in a lump sum at the same time bonus payments were made to our other executives for 2009, and, at our expense, health insurance continuation coverage for 18 months or, if earlier, until he becomes eligible for comparable health insurance coverage from another employer (approximately $38,000). In exchange for these payments, Mr. Chernow executed a general release of claims in our favor and agreed to the immediate termination of all unexercised vested stock options related to our common stock.

Director Compensation

        The members of our Board of Directors are Shyam B. Paryani, M.D., Chairman, Stanley M. Marks, M.D., Jonathan R. Stella, M.D., Robert J. Weltman and James D. Nadauld of Genstar Capital LLC, and L. Duane Choate.

        Dr. Marks is paid $7,500 for each Board meeting attended. No other Directors receive compensation. Directors are also reimbursed for expenses incurred in connection with attending board meetings. Each member of our Board, other than directors who are employed by us, or who are employees or partners of Genstar Capital LLC is also eligible for stock grants under the Company's Equity Incentive Plan in the form of non-qualified stock option grants. We have only one Plan, the

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"Equity Incentive Plan," which provides for both ISOs and NSOs. No such stock options were granted in 2009.

Name	Fees Earned or Paid in Cash		Option Awards(1)		Total
Stanley M. Marks, M.D.	$	30,000		—	$	30,000
Shyam B. Paryani, M.D.		—		—		—
Jonathan R. Stella, M.D.		—		—		—

(1)

All three directors listed in the table above previously received stock option grants. As of December 31, 2009, the unvested portions of the stock option grants are as follows: Dr. Marks: 40,000 shares; Dr. Paryani: 343,811 shares; and Dr. Stella: 5,000 shares, which shares will vest as follows:

•

For Dr. Marks, 20,000 shares annually on the anniversary date of the option grant over two years and 20,000 shares upon a change in control of the Company if certain targeted amounts of consideration (which increase over time) are achieved in connection with such change in control,

•

For Dr. Paryani, 10,744 shares monthly on the anniversary date of the option grant through August 18, 2010 and 257,858 shares upon a change in control of the Company if certain targeted amounts of consideration (which increase over time) are achieved in connection with such change in control,

•

For Dr. Stella, 5,000 shares upon a change in control of the Company if certain targeted amounts of consideration (which increase over time) are achieved in connection with such change in control.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        As of September 30, 2010, we had 26,317,675 shares of common stock outstanding.

        The following table sets forth information with respect to the beneficial ownership of our common stock as of September 30, 2010 by:

•

each person known to own beneficially more than 5% of the capital stock;

•

each of our directors;

•

each of the executive officers named in the summary compensation table; and

•

all of our directors and executive officers as a group.

        The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial" owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing any other person's percentage. Under these rules, more than one person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

        Except as otherwise indicated in these footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the shares of capital stock.

Name of Beneficial Owner		Number of Shares		Percentage of Outstanding Capital Stock
Stockholders Holding 5% or More
	Genstar Capital Partners IV, L.P.(1)		20,142,957		76.5	%
	Caisse de dépôt et placement du Québec(2)(14)		4,285,714		16.3	%
Named Executive Officers and Directors
	L. Duane Choate(3)(14)		516,845		1.9	%
	David S. Chernow(14)		7,142		*
	Timothy A. Peach(5)		8,333		*
	Russell D. Phillips, Jr.(6)(14)		196,905		*
	William L. Pegler(7)(14)		166,429		*
	Joseph Stork(8)		31,666		*
	Shyam B. Paryani, M.D.(9)(14)		715,715		2.7	%
	Stanley M. Marks, M.D.(10)(14)		37,000		*
	Jonathan R. Stella, M.D.(11)(14)		17,142		*
	James D. Nadauld(12)		20,142,957		76.5	%
	Robert J. Weltman(13)		20,142,957		76.5	%
	All executive officers and directors as a group (11 persons)		1,647,202		78.0	%

*

Less than 1%

(1)

Includes 19,161,033 shares of common stock owned directly by Genstar Capital Partners IV, L.P. ("Genstar IV"), 839,067 shares of common stock owned by Stargen IV, L.P. ("Stargen"), an affiliate of Genstar, and 142,858 shares of common stock owned by

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individuals affiliated with Genstar IV. The address of Genstar IV is Four Embarcadero, Suite 1900, San Francisco, CA 94111.

(2)

Caisse de dépôt et placement du Québec ("CDPQ") is a limited partner of Genstar IV and its address is 1000 place Jean-Paul-Riopelle, Montreal, Quebec H2Z 2B3.

(3)

This amount includes 506,845 shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days.

(4)

This amount includes 4,000 shares held by the Walter L. Choate Family Trust.

(5)

This amount includes 8,333 shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days.

(6)

This amount includes 196,905 shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days.

(7)

This amount includes 166,429 shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days.

(8)

This amount includes 31,666 shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days.

(9)

This amount includes 715,715 shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days.

(10)

This amount includes 30,000 shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days.

(11)

This amount includes 10,000 shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days.

(12)

Includes 20,142,957 shares held by Genstar IV and its affiliates. Mr. Nadauld is a Principal of Genstar Capital LLC, an affiliate of Genstar. All shares indicated as owned by Mr. Nadauld are included because of his affiliation with the Genstar entities. Mr. Nadauld does not directly or indirectly have or share voting or investment power over the shares beneficially held by Genstar IV, Stargen and/or their affiliates and disclaims beneficial ownership of these shares. Mr. Nadauld's address is Four Embarcadero, Suite 1900, San Francisco, CA 94111.

(13)

Includes 20,142,957 shares held by Genstar IV and its affiliates. Mr. Weltman is a Managing Director of Genstar Capital LLC, an affiliate of Genstar. All shares indicated as owned by Mr. Weltman are included because of his affiliation with the Genstar entities. Mr. Weltman may be deemed to share voting or investment power over the shares beneficially held by Genstar IV and/or Stargen, and/or their affiliates and disclaims beneficial ownership of these shares. Mr. Weltman's address is Four Embarcadero, Suite 1900, San Francisco, CA 94111.

(14)

Such shares or shares issuable upon exercise of stock options are subject to the Investor Rights Agreement described herein (see "Certain Relationships and Related Party Transactions—Investor Rights Agreement").

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Advisory Services Agreement

        We entered into an advisory services agreement with Genstar, our majority shareholder, in connection with the closing of Genstar's acquisition, referred to as the Acquisition, of the Company in August 2006. Pursuant to this agreement, we pay Genstar a fee for management and financial advisory services and oversight to be provided to us and our subsidiaries. Pursuant to this agreement, subject to certain conditions, we pay an annual management fee of $1.5 million per year, payable in four quarterly installments. We also reimburse Genstar for its reasonable out-of-pocket expenses.

Employment and Severance Arrangements

        See "Management—Employment Agreements and Severance Arrangements."

Investor Rights Agreement

        In connection with the Acquisition we entered into an Investor Rights Agreement, or IRA, with Genstar IV, Stargen IV, L.P., or together with Genstar IV, the Genstar Parties, Caisse de Dépôt et Placement du Québec, or CDPQ Quebec, Ares Capital Corporation, or ARES, Florida Radiation Oncology Group, or FROG, and certain members of management and physicians affiliated with us. Under the IRA, the stockholders who are parties to the IRA have agreed to vote their shares to elect to our board of directors any individual designated by the Genstar Parties, and for so long as the MSA between Integrated Community Oncology Network, LLC, or ICON, and us, which is described below, is in effect, one individual designated by FROG. Additionally, each of the Genstar Parties, ARES, CDPQ Quebec and any stockholder that holds 10% of the capital stock of the Company shall have reasonable access to its officers, employees, auditors, legal counsel, facilities and books and records. The IRA also contains customary preemptive rights with respect to the capital stock of the Company. All stockholders are prohibited from transferring capital stock unless done in compliance with the IRA, which permits the following: (1) transfers of capital stock to the Company, provided that if the Genstar Parties make such a transfer the other stockholders will be allowed to participate on a pro rata basis; (2) permitted transfers by stockholders who are natural persons to certain family members, including pursuant to laws of descent and distribution; (3) transfers of capital stock in connection with an initial public offering; (4) any transfer to an affiliate; (5) any transfer by the Genstar Parties to their respective affiliates, partners or members pursuant to agreements governing distributions between such Genstar Party and its respective affiliate; and (6) transfers made in connection with the exercise of customary tag-along rights, a sale of the Company, a right of first refusal or drag-along transactions sale. The Genstar Parties also have demand registration rights provided that the amount to be registered is not less than $10.0 million and all stockholders who are parties to the IRA have piggyback registration rights.

Stockholders Agreement

        Certain of our employees, consultants and executive officers have entered into a Stockholders Agreement, or the Stockholders Agreement, with us with respect to their shares of our common stock, warrants, common stock issued upon exercise of warrants or stock options, any other equity security issued by us, and any equity security issued or issuable with respect to such securities, or together, the Capital Stock. The Stockholders Agreement contains customary bring-along and call rights, exercisable by the applicable Genstar Parties and us, and prohibits holders from disclosing any confidential information. Under the Stockholders Agreement, holders cannot transfer any of their Capital Stock without the prior written consent of the board of directors, except for in certain instances of permitted transfers, including transfers to us or a Genstar Party; transfers to a member of the holder's family; transfers pursuant to applicable laws of descent and distribution; or transfers pursuant to a public offering or Rule 144 of the Securities Act; subject to the condition that the transferee shall agree in

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writing to be bound by the terms of the Stockholders Agreement. In addition, the holders bound by the Stockholders Agreement also agree to be subject to a non-competition and a non-recruitment provision during each holder's employment, consulting engagement and/or directorship and for a specified post-termination period thereafter.

Other Related Party Transactions

        We have a MSA with ICON under which we provide management services to the FROG division of ICON. Dr. Paryani, our Chairman, is a manager and equityholder of ICON. Under this MSA, ICON retained $3.7 million, $3.3 million and $3.1 million for its medical services for the years ended December 31, 2007, 2008 and 2009, respectively, and $1.1 million for the six months ended June 30, 2010.

        We lease three radiation oncology treatment centers from entities affiliated with Dr. Paryani. We recorded rent expense related to these treatment centers of approximately $0.7 million, $0.7 million and $0.7 million for the years ended December 31, 2007, 2008 and 2009, respectively, and $0.3 million for the six months ended June 30, 2010.

        We have a MSA with Cyclotron Center of Northeast Florida, LLC, or Cyclotron, and PET/CT Center of North Florida, LLC, or PET/CT Florida, entities in which Dr. Paryani has ownership interests. We recognized net revenue associated with this MSA of approximately $0.8 million, $0.7 million and $0.8 million in 2007, 2008 and 2009, respectively, and $0.3 million for the six months ended June 30, 2010. We had accounts receivable due under this MSA of $0.1 million, $0.1 million and $0.3 million at December 31, 2007, 2008 and 2009, respectively, and $0.2 at June 30, 2010. We also provide a payroll processing service for PET/CT Florida and Cyclotron. We recorded receivables for reimbursement of these services of $0.2 million, $0.2 million and $0.4 million at December 31, 2007, 2008 and 2009, respectively, and $0.6 million at June 30, 2010.

        Both we and an affiliate of Dr. Paryani own a 24.5% interest in Memorial Southside Cancer Center, LLC, or Southside, a joint venture with a subsidiary of HCA, Inc. We recorded ownership interest under the equity method of investment in an unconsolidated joint venture as described in notes to the consolidated financial statements included elsewhere in this prospectus. We recorded equity interest in net earnings of joint venture of $1.0 million, $1.1 million and $0.7 million for the years ended December 31, 2007, 2008 and 2009, respectively, and $0.3 million for the six months ended June 30, 2010 in connection with this Southside joint venture.

        We have a MSA with Coastal Radiation Oncology Medical Group, Inc., or Coastal. Dr. Stella, one of the members of our board of directors, is a shareholder of Coastal and also serves as President of Coastal. Under this MSA, Coastal retained $7.1 million, $8.8 million and $7.5 million for its medical services for the years ended December 31, 2007, 2008 and 2009, respectively, and $3.7 million for the six months ended June 30, 2010.

        We lease four radiation oncology treatment centers from entities affiliated with Dr. Stella and lease one facility used for administrative offices and physics services from an entity affiliated with Dr. Stella. We recorded rent expense related to these leases of approximately $1.3 million for each of the years ended December 31, 2007, 2008 and 2009, and $0.7 million for the six months ended June 30, 2010.

        We have a limited scope payroll processing relationship with Neuroscience Gamma Knife Center of Southern California, LLC, an entity in which Dr. Stella has an ownership interest. We recorded receivables for reimbursement of these services of an immaterial amount, $0.1 million and $0.1 million at December 31, 2007, 2008 and 2009, respectively, and $0.1 million at June 30, 2010.

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        CDPQ, which owns approximately 16.3% of our capital stock, was one of the holders of our subordinated notes and was repaid approximately $33.3 million, with the proceeds from the offering of the private notes.

DESCRIPTION OF CERTAIN INDEBTEDNESS

Revolving Credit Facility

General

        On May 13, 2010, concurrently with the closing of the offering of the private notes, our direct wholly-owned subsidiary, Oncure Medical, entered into a senior secured revolving credit facility, or the revolving credit facility, with GE Capital Markets, Inc., as sole lead arranger and book manager, General Electric Capital Corporation, as administrative agent and collateral agent, and the lenders from time to time party thereto, or the Credit Agreement. Oncure Medical and all of its direct and indirect subsidiaries are co-borrowers thereunder, or collectively, the Revolving Borrowers.

        The revolving credit facility provides for aggregate commitments of up to $40.0 million, including a letter of credit sub-facility of $2.0 million and a swing line sub-facility of $2.0 million, and provides for the increase, at the Revolving Borrowers' option, of aggregate commitments by $10.0 million, subject to certain conditions. As of the date of this filing, the revolving credit facility was undrawn. The revolving credit facility is used by the Revolving Borrowers for working capital requirements and other general corporate purposes (including permitted acquisitions and other investments), subject to certain conditions of the Credit Agreement.

        The ability of the Revolving Borrowers to draw under the revolving credit facility or request the issuance of letters of credit thereunder is conditioned upon, among other things, pro forma compliance with certain financial covenants, delivery of prior written notice of borrowing or issuance, as applicable, the Revolving Borrowers' ability to reaffirm the representations and warranties contained in the documentation evidencing the revolving credit facility and the absence of any default or event of default under the revolving credit facility. The revolving credit facility has a maturity date of May 13, 2015.

        The obligations of the Revolving Borrowers under the revolving credit facility is secured and fully and unconditionally guaranteed by us and each of our U.S. subsidiaries that we may create or acquire, to the extent any such future U.S. subsidiary is not required to be a co-borrower under the revolving credit facility, with certain exceptions as set forth in the Credit Agreement, pursuant to the terms of a separate security agreement and guaranties.

Security interests

        All borrowings, guarantees and other obligations related to or arising under the revolving credit facility are secured by a perfected first priority security interest in substantially all tangible and intangible assets of each of us, the Revolving Borrowers and our future subsidiaries (subject to certain limitations for equity interests of foreign subsidiaries and other exceptions as set forth in the Credit Agreement).

Interest rates and fees

        Borrowings under the revolving credit facility bear interest at a rate equal to the applicable margin set forth below, plus, at the option of the Revolving Borrowers, either (a) the base rate determined by reference to the highest of (i) the prime rate that The Wall Street Journal announces from time to time, (ii) the federal funds rate plus 1.50% and (iii) the three-month Eurodollar Rate plus 1.00%, payable quarterly in arrears or (b) so long as no event of default then exists, the Eurodollar rate, payable at the end of the relevant interest period, but in any event, at least quarterly. The applicable margin on loans

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under the revolving credit facility is 3.50% for Base Rate loans and 4.50% for Eurodollar Rate Loans. "Eurodollar Rate" is defined as the greater of (a) Eurodollar rate published by the British Bankers' Association for the selected interest period, (b) the three month Eurodollar rate on Reuters Screen LIBOR01 Page, and (c) 1.50% per annum.

        The Revolving Borrowers also pays the lenders an unused commitment fee of 0.75% per annum (if average daily balance of "Revolving Credit Outstandings" (defined as (a) the aggregate principal amount of the revolving loans and swing line loans and (b) the letter of credit obligations for all letters of credit) during the quarter for which the unused commitment fee is calculated is less than 50% of the revolving credit facility) or 0.50% per annum (if average daily balance of Revolving Credit Outstandings during the quarter for which the unused commitment fee is calculated is equal to or greater than 50% of the revolving credit facility), in each case on the unused portion of the revolving credit facility. The commitment fee is payable quarterly in arrears. The Revolving Borrowers also pay the issuer of each letter of credit a letter of credit fronting fee of 0.25% per annum plus all other fees, documentary and processing charges as separately agreed between the Revolving Borrowers and such issuer. The Revolving Borrowers further pay to all lenders, with respect to all outstanding letters of credit, a fee accruing at a rate per annum equal to the applicable margin for Eurodollar Rate Loans on the maximum undrawn face amount of such letters of credit. Such letter of credit fees are payable in arrears (a) on the last day of each calendar quarter, ending after the issuance of each such letter of credit and (b) on the date on which the revolving credit facility terminates.

Optional and mandatory prepayment and commitment reductions

        The Revolving Borrowers have the ability to voluntarily prepay loans or reduce commitments under the revolving credit facility, in whole or in part, subject to minimum amounts, but without premium or penalty. If the Revolving Borrowers prepay Eurodollar Rate Loans other than at the end of an applicable interest period, they will be required to reimburse lenders for their losses or expenses sustained as a result of such prepayment. The Revolving Borrowers have no obligations under the revolving credit facility to make mandatory prepayments thereof except for customary prepayment provisions applicable to revolving credit facilities (including, without limitation, upon termination and in the event the outstanding revolving loans exceed availability) and in the event of an asset sale or equity sale, if the proceeds of such sale are not used by the Revolving Borrowers for working capital needs, to make permitted acquisitions, or for other purposes described in the Credit Agreement within 365 days thereafter.

Covenants

        The revolving credit facility contains a number of customary negative and affirmative covenants affecting us and our existing and future subsidiaries.

        The revolving credit facility contains the following negative covenants and restrictions, among others: limitations on indebtedness (including guaranties and speculative hedging transactions), liens, investments (including loans), asset dispositions, restricted payments (including dividends, distributions or other payments to us (except for expressly specified purposes), redemptions and repurchases of capital stock and cancellation of debt), prepayments of indebtedness (including redemptions and repurchases), fundamental corporate changes (including mergers, consolidations, acquisitions, joint ventures or creation of subsidiaries), changes in the nature of business, transactions with affiliates, third-party restrictions on indebtedness, liens, investments or restricted payments, modification of constituent documents and certain other agreements, changes in accounting treatment, reporting practices for fiscal year, restrictions on our activities, compliance with margin regulations and ERISA and environmental laws and maximum capital expenditures.

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        The revolving credit facility contains the following affirmative covenants, among others: delivery of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, compliance with laws (including environmental laws), payment of taxes and other claims, maintenance of properties, permits, insurance, and books and records, access to books and records and visitation rights, use of proceeds, further assurances (including provision of additional collateral and guaranties).

        In addition, the revolving credit facility contains financial covenants, including a first lien leverage ratio maintenance covenant and a fixed charge coverage ratio incurrence covenant.

Events of default

        The revolving credit facility specifies certain events of default, including, among others: failure to pay principal, interest or any other amount, breach of representations and warranties, noncompliance with covenants, defaults under other indebtedness, bankruptcy or insolvency, judgments in excess of certain amounts, actual or asserted invalidity of loan documents, and change of ownership or control.

Intercreditor Agreement

        The administrative agent under the revolving credit facility, on behalf of itself and the lenders under the revolving credit facility, and the trustee under the indenture governing the notes entered into an intercreditor agreement on May 13, 2010, pursuant to which the trustee agreed, on behalf of the holders of the notes, to subordinate the liens that secure the notes to the liens that secure borrowings and other obligations under the Credit Agreement. See "Description of Exchange Notes—Collateral—Intercreditor Agreement."

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DESCRIPTION OF EXCHANGE NOTES

        You can find the definitions of certain terms used in this description under the subheading "Certain Definitions." In this description, the words "Oncure," "we," "us" and "our" refer only to Oncure Holdings, Inc. and not to any of its Subsidiaries.

        We issued the private notes, and will issue the exchange notes, under the indenture, dated May 13, 2010, referred to as the Indenture, among us, the Guarantors and Wilmington Trust FSB, as trustee, referred to as the Trustee. The terms of the exchange notes will include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, referred to as the Trust Indenture Act. The form and terms of the exchange notes will be identical in all material respects to the form and term of the private notes, except that the exchange notes will be registered under the Securities Act and will not be subject to restrictions on transfer under the Securities Act. Unless indicated otherwise, the private notes and the exchange notes are collectively referred to in this description as the notes.

        The following description is a summary of the material provisions of the Indenture and the Collateral Agreements. It does not restate those agreements in their entirety. We urge you to read the Indenture and the Collateral Agreements because they, and not this description, define your rights as holders of the notes. Copies of the Indenture and the Collateral Agreements are available as set forth below under "—Additional Information." Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the Indenture.

        The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Description of the Notes and the Note Guarantees

The Notes

        The notes will:

•

be senior secured obligations of Oncure;

•

rank equally in right of payment with all other existing and future senior obligations of Oncure, including debt borrowed under any Credit Facilities, and senior in right of payment of all Indebtedness that by its terms is subordinated to the notes;

•

be secured by second priority Liens on substantially all of the assets of Oncure and Oncure's Domestic Subsidiaries, subject to certain exceptions and Permitted Liens; and

•

be unconditionally guaranteed, jointly and severally, on a senior secured basis by all of Oncure's existing and future Domestic Subsidiaries (other than Immaterial Subsidiaries) as set forth under "The Note Guarantees" below.

        However, pursuant to the terms of the Intercreditor Agreement, the notes will be effectively subordinated to all borrowings under Credit Facilities, including the Revolving Credit Facility, to the extent of the assets securing such Credit Facilities. See "Risk Factors—Risks Relating to the Notes—The Liens on the collateral securing the exchange notes will be junior and subordinate to the liens on the collateral securing our obligations under our revolving credit facility or any other permitted first lien indebtedness. If there is a default, the value of the collateral may not be sufficient to repay both the lenders under our revolving credit facility and holders of other permitted first lien indebtedness and the holders of the exchange notes." and "—Collateral—Intercreditor Agreement."

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The Note Guarantees

        The notes will be guaranteed by all of Oncure's existing and future Domestic Subsidiaries (other than Immaterial Subsidiaries).

        Each Note Guarantee will:

•

be a senior secured obligation of such Guarantor;

•

rank equally in right of payment with all other existing and future senior obligations of such Guarantor, including debt borrowed under any Credit Facilities, and senior in right of payment to all Indebtedness that by its terms is subordinated to the Note Guarantee of such Guarantor; and

•

be secured by second priority Liens on substantially all of the assets of such Guarantor, subject to certain exceptions and Permitted Liens.

        However, pursuant to the terms of the Intercreditor Agreement, the Note Guarantees are effectively subordinated to the guarantees of borrowings under Credit Facilities, including the Revolving Credit Facility, to the extent of the assets securing such Credit Facilities. See "Risk Factors—Risks Relating to the Notes—The Liens on the collateral securing the exchange notes will be junior and subordinate to the liens on the collateral securing our obligations under our revolving credit facility or any other permitted first lien indebtedness. If there is a default, the value of the collateral may not be sufficient to repay both the lenders under our revolving credit facility and holders of other permitted first lien indebtedness and the holders of the exchange notes." and "—Collateral—Intercreditor Agreement."

Restricted and Unrestricted Subsidiaries

        As of June 30, 2010, all of our Subsidiaries are "Restricted Subsidiaries." However, under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain of our Subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture and will not guarantee the notes.

Principal, Maturity and Interest

        We initially issued $210.0 million in aggregate principal amount of private notes. Oncure may issue additional notes under the Indenture from time to time. Any issuance of additional notes is subject to all of the covenants in the Indenture, including the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The notes and any additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Oncure will issue notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

        The notes will mature on May 15, 2017.

        Interest on the notes will accrue at the rate of 11³/4% per annum and will be payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2010. Interest on overdue principal and interest will accrue at a rate that is 2.0% higher than the then applicable interest rate on the notes. Oncure will make each interest payment to the holders of record on the immediately preceding May 1 and November 1.

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        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

        If a holder of notes has given wire transfer instructions to Oncure or the paying agent, the paying agent will deliver payments of all principal of, and interest and premium on, that holder's notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar unless the paying agent elects to make interest payments by check mailed to the holders of notes at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

        The Trustee will initially act as paying agent and registrar. Oncure may change the paying agent or registrar without prior notice to the holders of the notes, and Oncure or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A holder may transfer or exchange notes in accordance with the provisions of the Indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. Oncure and the registrar will not be required to transfer or exchange any note selected for redemption. Also, Oncure and the registrar will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Note Guarantees

        The notes are guaranteed jointly and severally on a senior secured basis by each of Oncure's current and future Domestic Subsidiaries (other than Immaterial Subsidiaries).

        The Note Guarantees will be effectively subordinated to all current and future obligations of the Guarantors under any Credit Facilities, including any borrowings under our Revolving Credit Facility, to the extent of the value of the assets securing such obligations. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Relating to the Notes—Under certain circumstances a court could cancel the notes or the related guarantees and the security interests that secure the notes and any guarantees under fraudulent conveyance laws."

        A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Oncure or another Guarantor, unless:

        (1)   immediately after giving effect to that transaction, no Default or Event of Default exists; and

        (2)   either:

        (a)   the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Note Guarantee pursuant to a supplemental indenture satisfactory to the Trustee; or

        (b)   the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture or as otherwise required by the Intercreditor Agreement.

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        The Note Guarantee of a Guarantor will be released:

        (1)   in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Oncure or a Restricted Subsidiary of Oncure, if the sale or other disposition does not violate the "Asset Sale" provisions of the Indenture;

        (2)   in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Oncure or a Restricted Subsidiary of Oncure, if the sale or other disposition does not violate the "Asset Sale" provisions of the Indenture;

        (3)   if Oncure designates that Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;

        (4)   upon legal defeasance or satisfaction and discharge of the Indenture as provided below under the captions "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge;" and

        (5)   as provided by the Intercreditor Agreement, as described below under the caption "—Collateral—Intercreditor Agreement."

Collateral

        The notes and the Note Guarantees are secured by second priority liens on substantially all of the assets owned by Oncure and the Guarantors, except as described below.

        The Collateral will not include the following:

        (1)   the Voting Stock of any Foreign Subsidiary in excess of 66% of the outstanding Voting Stock of such Foreign Subsidiary;

        (2)   any permit or license or any contractual obligation entered into by Oncure or any Guarantor (a) that prohibits or requires the consent of any Person other than Oncure or any of its Affiliates as a condition to the creation by Oncure or such Guarantor of a Lien on any right, title or interest in such permit, license or contractual agreement or any Capital Stock or equivalent related thereto or (b) to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only with respect to the prohibition in (a) and (b) to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code or any other requirement of law;

        (3)   fixed or capital assets owned by Oncure or any Guarantor that is subject to a purchase money Lien or a capital lease if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such capital lease) prohibits or requires the consent of any Person other than Oncure or any of its Affiliates as a condition to the creation of any other Lien on such equipment;

        (4)   any "intent to use" trademark applications for which a statement of use has not been filed (but only until such statement is filed); and

        (5)   any leasehold interests of Oncure or any Guarantor in real estate.

(such excluded assets collectively referred in the offering circular as the "Excluded Collateral"); provided, however, "Excluded Collateral" shall not include any proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral).

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Intercreditor Agreement

        The Trustee, the First Lien Collateral Agent, on behalf of the First Lien Secured Parties (including the lenders under our Credit Agreement), and the Collateral Agent, on behalf of the Second Lien Secured Parties (including the holders of the notes), entered into an intercreditor agreement on May 13, 2010, which was acknowledged and agreed to by Oncure and the Guarantors, referred to as the Intercreditor Agreement, and which defines the rights of such parties with respect to the Collateral.

        First Lien Obligations; Notes Effectively Subordinated to First Lien Obligations.    The Intercreditor Agreement provides that all Indebtedness under Credit Facilities permitted pursuant to the definition of Permitted Debt under the second paragraph of the covenant described under the caption "Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," including all borrowings under our Revolving Credit Facility and all other Obligations related to and owing under the documents relating to such Indebtedness (collectively, "First Lien Obligations") are secured by First Priority Liens (as defined below) on the Collateral, which Liens are contractually senior to the Liens thereon that secure the notes and the Note Guarantees. Pursuant to the Intercreditor Agreement, the maximum aggregate principal amount of First Lien Obligations shall not exceed, as of any date of determination, an amount equal to (a) the amount of Indebtedness permitted to be incurred pursuant to clause (1) of the definition of "Permitted Debt," plus (b) $5.0 million, plus (c) solely as a component of a DIP Financing, $10.0 million, plus (d) interest, fees, costs, expenses, indemnities and other amounts payable pursuant to the terms of the documents evidencing the Credit Facilities, whether or not the same are added to the principal amount of the First Lien Obligations and including the same as would accrue and become due but for the commencement of an insolvency or liquidation proceeding, whether or not such amounts are allowed or allowable in whole or in part in any such insolvency or liquidation proceeding (the sum of (a) through (d), the "Maximum First Lien Amount"). The Intercreditor Agreement requires the consent of the First Lien Collateral Agent in order for the maximum aggregate principal amount of the notes and the Note Guarantees (collectively, the "Second Lien Obligations") to exceed, as of any date of determination, an amount equal to (a) $210.0 million minus (b) the sum of all principal payments on the notes constituting Second Lien Obligations (including voluntary and mandatory prepayments) after the date of the Intercreditor Agreement, plus (c) interest, fees, costs, expenses, indemnities and other amounts payable pursuant to the terms of the notes and Note Guarantees, whether or not the same are added to the principal amount of the Second Lien Obligations and including the same as would accrue and become due but for the commencement of an insolvency or liquidation proceeding, whether or not such amounts are allowed or allowable in whole or in part in any such insolvency or liquidation proceeding (the sum of (a) through (c), the "Maximum Second Lien Amount"). As a result, the Second Lien Obligations are effectively subordinated to the First Lien Obligations to the extent of the value of the Collateral.

        Relative Priorities.    The Intercreditor Agreement provides that, notwithstanding the date, manner or order of grant, attachment or perfection of any Lien securing the notes or the Note Guarantees (a "Second Priority Lien") or any Lien or Collateral securing the First Lien Obligations (a "First Priority Lien"), and notwithstanding any provision of the Uniform Commercial Code of any applicable jurisdiction or any other applicable law or the provisions of any Debt Document or any other circumstance whatsoever, each Agent, for itself and on behalf of the Secured Parties on whose behalf it acts in such capacity therefore, agrees that, so long as the First Lien Obligations have not been discharged as set forth in the Intercreditor Agreement (such discharge, the "Discharge of First Lien Obligations"), (a) any First Priority Liens then or thereafter held by or for the benefit of any First Lien Secured Party will be senior in right, priority, operation, effect and all other respects to any and all Second Priority Liens and (b) any Second Priority Liens then or thereafter held by or for the benefit of any Second Lien Secured Party will be junior and subordinate in right, priority, perfection, operation, effect and all other respects to any and all First Priority Liens, and the First Priority Liens will be and

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remain senior in right, priority, perfection, operation, effect and all other respects to any Second Priority Liens for all purposes.

        Prohibition on Contesting Liens; Additional Collateral.    The Intercreditor Agreement provides that (a) each Agent, for itself and on behalf of the Secured Parties on whose behalf it acts in such capacity therefore, agrees that it will not contest, and will waive any right to contest or support any other Person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the priority, validity or enforceability of any Second Priority Lien or any First Priority Lien, as the case may be; provided that nothing in the Intercreditor Agreement will be construed to prevent or impair the rights of either Agent or any other Secured Party to enforce the Intercreditor Agreement to the extent provided thereby and (b) if Oncure or a Guarantor creates any additional Liens upon any assets to secure (i) any First Lien Obligations, it must substantially concurrently grant a subordinate Lien upon such assets as security for the notes or the Note Guarantee of such Guarantor, as the case may be, and (ii) the notes or any Note Guarantee, it must substantially concurrently grant a senior Lien upon such assets as security for the First Lien Obligations.

        Exercise of Rights and Remedies; Standstill.    The Intercreditor Agreement provides that the First Lien Collateral Agent and the other holders of First Lien Obligations, at all times prior to the payment in full in cash of the First Lien Obligations, have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the release, disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any insolvency or liquidation proceeding), in each case, without any consultation with or the consent of the Collateral Agent or any other Second Lien Secured Party, and no Second Lien Secured Party has any such right; provided, however, that (i) the Second Lien Secured Parties are entitled to take certain actions to preserve and protect their claims and interests with respect to the notes and to create, prove, preserve and protect the validity, enforceability, perfection and priority of the Collateral, and to take actions that unsecured creditors are entitled to take (which in any event cannot be in contravention to the limitations imposed on the Second Lien Secured Parties in any such Intercreditor Agreement), in each case, to the extent set forth in the Intercreditor Agreement and (ii) after a period of 135 days has elapsed since the date on which the Collateral Agent has delivered to the First Lien Collateral Agent written notice of the acceleration by the Second Lien Secured Parties of the maturity of the notes, referred to as the Standstill Period, the Second Lien Secured Parties may upon five business days notice to First Lien Collateral Agent (which notice may be given during the Standstill Period) enforce or exercise any rights or remedies permitted by the Intercreditor Agreement with respect to any Collateral; provided, further, however, that notwithstanding the expiration of the Standstill Period or anything in any such Intercreditor Agreement to the contrary, in no event may the Collateral Agent or any other Second Lien Secured Party enforce or exercise or continue to enforce or exercise any rights or remedies with respect to any Collateral or take any other enforcement action if the Trustee has actual knowledge the First Lien Collateral Agent or any other First Lien Secured Party has commenced, and is or is stayed from pursuing, the enforcement or exercise of, or actions to facilitate the enforcement or exercise of, any rights or remedies with respect to all or a material portion of the Collateral.

        Automatic Release of Second Priority Liens.    The Intercreditor Agreement provides that if, in connection with (i) any disposition of any Collateral permitted under the terms of the First Lien Debt Documents, or (ii) the enforcement or exercise of, or actions to facilitate the enforcement or exercise of, any rights or remedies with respect to the Collateral, including any disposition of Collateral, or (iii) during an insolvency proceeding, in connection with the entry of an order by the bankruptcy court authorizing such disposition, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a "Release"), other than any

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such Release granted following the Discharge of First Lien Obligations and termination of commitments under the First Lien Debt Documents, then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its Note Guarantee, will be automatically, unconditionally and simultaneously released, and the Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, Oncure or such Guarantor, as the case may be, such termination statements, releases and other documents as the First Lien Collateral Agent, Oncure or such Guarantor, as the case may be, may reasonably request to effectively confirm such Release and as may be otherwise reasonably required to consummate such Release and any related transactions.

        Waterfall.    The Intercreditor Agreement provides that any Collateral or proceeds thereof received by any Secured Party in connection with any disposition of, or collection on, such Collateral upon the enforcement or exercise of any right or remedy (including any right of setoff) will be applied as follows:

•

first, to the payment in full in cash of the First Lien Obligations up to the Maximum First Lien Amount;

•

second, after the Discharge of the First Lien Obligations has occurred (or, if the First Lien Obligations exceeded the Maximum First Lien Amount, after payment in full in cash of the First Lien Obligations up to the Maximum First Lien Amount), to the payment in full of the Second Lien Obligations up to the Maximum Second Lien Amount;

•

third, after the payment in full in cash of the Second Lien Obligations up to the Maximum Second Lien Amount, to the payment in full in cash of any other outstanding First Lien Obligations;

•

fourth, after the Discharge of First Lien Obligations has occurred, to the payment in full in cash of any other outstanding Second Lien Obligations; and

•

fifth, after the Discharge of First Lien Obligations has occurred and the notes and Note Guarantees have been paid in full in cash, any surplus Collateral or proceeds then remaining will be returned to Oncure, the applicable Guarantor or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

        Payment Over.    The Intercreditor Agreement provides that so long as the Discharge of First Lien Obligations has not occurred, any Collateral or any proceeds thereof received by the Collateral Agent or any other Second Lien Secured Party in connection with any disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral by the Collateral Agent, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to the Collateral, or otherwise, will be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct.

        Insolvency and Liquidation Proceedings.    The Intercreditor Agreement provides that:

        (a)   until the Discharge of First Lien Obligations has occurred, the Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any insolvency or liquidation proceeding, the Second Lien Secured Parties:

          (i)  will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the United States Bankruptcy Code or any other provision of any other bankruptcy law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral;

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         (ii)  will not oppose or object to (or join with any third party in opposing or objecting to) any post-petition financing provided to Oncure or any Guarantors, whether provided by the First Lien Secured Parties or any other Person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other bankruptcy law (a "DIP Financing"), or the Liens securing any DIP Financing ("DIP Financing Liens"), unless (a) the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties (including, without limitation, the First Lien Collateral Agent), shall then oppose or object to such DIP Financing or such DIP Financing Liens, or (b) such DIP Financing Liens are not senior to, or do not rank pari passu with, the First Priority Liens and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on substantially similar terms as are set forth in the Intercreditor Agreement;

        (iii)  except to the extent permitted by paragraph (b) or (d) below, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing or otherwise, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and

        (iv)  will not oppose or object to any disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of any other bankruptcy law, if the First Priority Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to or otherwise approve such disposition;

        (b)   The Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party may contest, or support any other Person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection in respect of any First Lien Obligations or (ii) any objection, based on a claim of a lack of adequate protection in respect of any First Lien Obligation, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any insolvency or liquidation proceeding, (A) any First Lien Secured Party seeks or requests adequate protection in the form of a Lien or Liens on additional collateral, the Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien or Liens on such additional collateral, which Lien or Liens will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under any such Intercreditor Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien or Liens on additional collateral, the First Lien Collateral Agent will, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien or Liens on such additional collateral that is senior to such Second Priority Liens as security for the First Lien Obligations.

        (c)   Notwithstanding the foregoing, (i) any DIP Financing provided by the First Lien Secured Parties, together with the aggregate amount of the pre-petition First Lien Obligations, shall not exceed the Maximum First Lien Amount, and (ii) the Second Lien Secured Parties may object to a DIP Financing provided by any person other than a First Lien Secured Party to the extent that the amount of such DIP Financing, together with the aggregate amount of the pre-petition First Lien Obligations, exceeds the Maximum First Lien Amount.

        (d)   The First Lien Secured Parties will not raise any objection to (i) a request by the Second Lien Secured Parties for adequate protection payments in the form of the Second Lien Secured

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Parties retaining a Lien or Liens on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority in relation to the First Lien Secured Parties as existed prior to the commencement of the insolvency or liquidation proceedings as contemplated by clause (b) above, (ii) the Second Lien Secured Parties' receiving a replacement Lien or Liens on post-petition assets with the same priority relative to the First Priority Liens as existed immediately prior to the commencement of the insolvency or liquidation proceeding, and (iii) a superpriority claim junior in all respects to the superpriority claims granted to the First Lien Secured Parties; provided that, (A) all such Liens, if granted, will be subordinate to all Liens securing the First Lien Obligations (including, without limitation, the First Lien adequate protection liens and any "carve-out" agreed to by the First Lien Collateral Agent) and any Liens securing DIP Financing) on the same basis as the other Liens securing the Second Lien Obligations are so subordinated under the Intercreditor Agreement and (B) all such superpriority claims, if granted, are junior in all respects to the superpriority claims granted to the First Lien Secured Parties on account of any of the First Lien Obligations or granted with respect to the DIP Financing or use of cash collateral and the Second Lien Secured Parties shall have irrevocably agreed that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims. The Collateral Agent and any other Second Lien Secured Party will agree in the Intercreditor Agreement to limit their rights to seek any allowance payment in any insolvency or liquidation proceeding of Second Lien Obligations consisting of adequate protection payments and, in any event, to turn over to the holders of the First Lien Obligations any post-petition interest or other payments that the holders of the notes receive if the First Lien Obligations are not fully paid at the conclusion of the bankruptcy.

        Relief from the Automatic Stay.    Prior to the expiration of the Standstill Period, the Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, so long as the Discharge of First Lien Obligations has not occurred, no Second Lien Secured Party may, without the prior written consent of the First Lien Collateral Agent, seek or request relief from or modification of the automatic stay or any other stay in any insolvency or liquidation proceeding in respect of any part of the Collateral, any proceeds thereof or any Second Priority Lien.

        Post-Petition Interest.    Neither the Collateral Agent nor any other Second Lien Secured Party may oppose or seek to challenge any claim by the First Lien Collateral Agent or any other First Lien Secured Party for allowance or payment in any insolvency or liquidation proceeding of First Lien Obligations consisting of post-petition interest (including interest at the default rate), fees or expenses. The Collateral Agent and any other Second Lien Secured Party agree in the Intercreditor Agreement to limit their rights to seek any allowance or payment in any insolvency or liquidation proceeding of Second Lien Obligations consisting of post-petition interest (including interest at the default rate), fees, expenses or other payment and, in any event, to turn over to the holders of the First Lien Obligations any post-petition interest or other payments that the holders of the notes receive if the First Lien Obligations are not fully paid at the conclusion of the bankruptcy.

        Certain Waivers by the Second Lien Secured Parties.    The Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, waives any claim any Second Lien Secured Party may have against any First Lien Secured Party arising out of the election by any First Lien Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code, or any comparable provision of any other bankruptcy law.

        Certain Voting Matters.    Each of the First Lien Collateral Agent, on behalf of the First Lien Secured Parties, and the Collateral Agent, on behalf of the Second Lien Secured Parties, agrees that, without the written consent of the other, it will not seek to vote with the other as a single class in

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connection with any plan of reorganization in any insolvency or liquidation proceeding. The Second Lien Secured Parties may vote on any plan of reorganization (including, without limitation, the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension) to the extent not inconsistent with the terms of the Intercreditor Agreement.

        Postponement of Subrogation.    The Intercreditor Agreement provides that the Collateral Agent agrees that no payment or distribution to any First Lien Secured Party pursuant to the provisions of the Intercreditor Agreement will entitle any Second Lien Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of the First Lien Obligations shall have occurred.

        Purchase Option.    The Intercreditor Agreement provides that, following the occurrence of a Purchase Option Event, the Second Lien Secured Parties shall have the option to require the First Lien Secured Parties to transfer and assign the First Lien Obligations to the Second Lien Secured Parties at par, subject to adjustments and arrangements in respect of letters of credit and hedging and similar agreements and for checks or other payments provisionally credited to the First Lien Obligations.

Collateral Documents

        Oncure, the Guarantors and the Collateral Agent have entered into collateral agreements and other documents granting, in favor of the Collateral Agent for the benefit of the holders of the notes, Second Priority Liens on the Collateral securing the notes and Note Guarantees, subject to certain exceptions and subject to Permitted Liens. Oncure and the Guarantors are entitled to releases of assets included in the Collateral from the Liens securing the notes and the Note Guarantees under the following circumstances:

        (1)   if any Subsidiary that is a Guarantor is released from its Note Guarantee pursuant to the terms of the Indenture, that Subsidiary's assets will also be released from the Liens securing the notes;

        (2)   as described under "—Amendment, Supplement or Waiver" below;

        (3)   if required in accordance with the terms of the Intercreditor Agreement, as described under "—Intercreditor Agreement" above;

        (4)   if Oncure exercises its legal defeasance option or covenant defeasance option as described below under "—Legal Defeasance and Covenant Defeasance;" and

        (5)   upon satisfaction and discharge of the Indenture or payment in full of the principal of, and premium and accrued and unpaid interest on, the notes and all other Obligations that are then due and payable as provided below under the caption "—Satisfaction and Discharge."

Certain Bankruptcy and Other Limitations

        The ability of the Collateral Agent and the holders to realize upon the Collateral may be subject to certain bankruptcy law limitations in the event of a bankruptcy. See "Risk Factors—Risks Relating to the Notes—Rights of holders of the notes in the collateral may be adversely affected by bankruptcy proceedings." The ability of the Collateral Agent and the holders to foreclose on the Collateral may be subject to lack of perfection, the consent of third parties, prior Liens and practical problems associated with the realization of the Collateral Agent's Lien on the Collateral.

        Additionally, the Collateral Agent may need to evaluate the impact of the potential liabilities before determining to foreclose on Collateral consisting of real property (if any) because a secured creditor that holds a Lien on real property may be held liable under environmental laws for the costs of remediating or preventing release or threatened releases of hazardous substances at such real property. Consequently, the Collateral Agent may decline to foreclose on such Collateral or exercise remedies available if it does not receive indemnification to its satisfaction from the holders.

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        Oncure is permitted to form new Restricted Subsidiaries and to transfer all or a portion of the Collateral to one or more of their Restricted Subsidiaries that are Domestic Subsidiaries; provided that each such new Domestic Subsidiary will be required to execute a Note Guarantee in respect of Oncure's obligations under the notes and the Indenture and a supplement to the applicable Collateral Agreement granting to the Collateral Agent a Lien on the assets of such Domestic Subsidiary on the same basis and subject to the same limitations as described in this section.

        So long as no Event of Default shall have occurred and be continuing, and subject to certain terms and conditions in the Indenture and the Collateral Agreements (including, without limitation, the Intercreditor agreement), Oncure and each of the Guarantors will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Equity Interests of their Subsidiaries and to exercise any voting rights, consensual rights and other rights pertaining to such Collateral pledged by it. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, upon notice and demand from the Collateral Agent, (a) all rights of Oncure or such Guarantor, as the case may be, to exercise such voting rights, consensual rights, or other rights shall cease and all such rights shall become vested in the Collateral Agent, which, to the extent permitted by law shall have the sole right to exercise such voting rights, consensual rights or other rights, (b) all rights of Oncure or such Guarantor, as the case may be, to receive cash dividends, interest and other payments made upon or with respect to the Collateral shall cease, and such cash dividends, interest and other payments shall be paid to the Collateral Agent, and (c) the Collateral Agent may sell the Collateral or any part thereof in accordance with, and subject to the terms of, the Collateral Agreements. Subject to the Intercreditor Agreement, all funds distributed under the Collateral Agreements and received by the Collateral Agent for the ratable benefit of the holders shall be distributed by the Collateral Agent to the Trustee for application in accordance with the provisions of the Indenture.

        There can be no assurance that the proceeds from the sale of the Collateral remaining after the satisfaction of all Obligations owed pursuant to claims under any Credit Facility or after the satisfaction of all other Obligations secured by any Collateral would be sufficient to satisfy the obligations owed to the holders of the notes.

        To the extent third parties hold Permitted Liens, such third parties may have rights and remedies with respect to the property subject to such Liens that, if exercised, could adversely affect the value of the Collateral. By its nature, some or all of the Collateral will be illiquid and may have no readily ascertainable market value and any sale of such Collateral separately from the assets of Oncure as a whole may not be feasible. Accordingly, there can be no assurance that the Collateral can be sold in a short period of time, if salable. See "Risk Factors—Risks Relating to the Notes—The notes will be secured only to the extent of the value of the assets having been granted as security for the notes, which may not be sufficient to satisfy our obligations under the notes".

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Optional Redemption

        At any time prior to May 15, 2013, Oncure may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the Indenture, upon not less than 30 nor more than 60 days' notice, at a redemption price of 111.750% of principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of Oncure or a contribution to Oncure's common equity capital; provided that:

        (1)   at least 65% of the aggregate principal amount of notes originally issued under the Indenture (excluding notes held by Oncure and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

        (2)   the redemption occurs within 90 days of the date of the closing of such sale or contribution.

        Except pursuant to the preceding paragraph, the notes will not be redeemable at Oncure's option prior to May 15, 2014.

        On or after May 15, 2014, Oncure may redeem all or a part of the notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2014		105.875	%
2015		102.938	%
2016 and thereafter		100.000	%

        Unless Oncure defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

Mandatory Redemption

        Oncure is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each holder of notes will have the right to require Oncure to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, Oncure will offer to purchase notes for cash at a price equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest on the notes repurchased to the date of purchase, referred to as the Change of Control Payment, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, Oncure will mail a notice to the Trustee and each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date (as defined below) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, referred to as the Change of Control Payment Date, pursuant to the procedures required by the Indenture and described in such notice. Oncure will comply with the

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requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, Oncure will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

        On the Change of Control Payment Date, Oncure will, to the extent lawful:

        (1)   accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

        (2)   deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

        (3)   deliver or cause to be delivered to the Trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by Oncure.

        The paying agent will promptly deliver to each holder of notes properly tendered the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a exchange note equal in principal amount to any unpurchased portion of the notes surrendered, if any. Oncure will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require Oncure to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the notes to require that Oncure repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction. As a result, Oncure could enter into certain transactions, including acquisitions, refinancings, or other recapitalizations, that could affect Oncure's capital structure or the value of the notes, but that would not constitute a Change of Control.

        Oncure will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by Oncure and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of Oncure and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require Oncure to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Oncure and its Subsidiaries taken as a whole to another Person or group may be uncertain.

        The agreements governing Oncure's other Indebtedness, including the Revolving Credit Facility, contain, and future agreements may contain, prohibitions of certain events, including events that would

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constitute a Change of Control. The exercise by the holders of notes of their right to require Oncure to repurchase the notes upon a Change of Control could cause a default under these other agreements, even if the Change of Control itself does not, due to the financial effect of such repurchases on Oncure. In the event a Change of Control occurs at a time when Oncure is prohibited from purchasing notes, Oncure could seek the consent of its lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Oncure does not obtain a consent or repay those borrowings, Oncure will remain prohibited from purchasing notes. In that case, Oncure's failure to purchase tendered notes would constitute an Event of Default under the Indenture which could, in turn, constitute a default under the other indebtedness. Finally, Oncure's ability to pay cash to the holders of notes upon a repurchase may be limited by Oncure's then existing financial resources. See "Risk Factors—Risks Relating to the Notes—We may not be able to satisfy our obligations to holders of the notes upon a change of control or sale of assets."

Asset Sales

        Oncure will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)   Oncure (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

        (2)   at least 75% of the consideration received in the Asset Sale by Oncure or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

        (a)   any liabilities, as shown on Oncure's most recent consolidated balance sheet, of Oncure or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases or indemnifies Oncure or such Restricted Subsidiary from or against further liability;

        (b)   any securities, notes or other obligations received by Oncure or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by Oncure or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and

        (c)   any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant.

        Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Oncure (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:

        (1)   to repay Indebtedness and other Obligations under a Credit Facility, and if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

        (2)   to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Oncure;

        (3)   to make a capital expenditure; or

        (4)   to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.

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        In the case of clauses (2), (3) and (4) of the preceding paragraph, Oncure (or the applicable Restricted Subsidiary, as the case may be) will be deemed to have complied with its obligations under the preceding paragraphs if it enters into a binding commitment to acquire such assets or Capital Stock or make such capital expenditure prior to 365 days after the receipt of the applicable Net Proceeds; provided that such binding commitment will be subject only to customary conditions and such acquisition or expenditure is completed within 180 days following the expiration of the aforementioned 365-day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day, and Oncure (or the applicable Restricted Subsidiary, as the case may be) has not applied the applicable Net Proceeds for another purpose permitted by the preceding paragraph on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds.

        Pending the final application of any Net Proceeds, Oncure (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, Oncure will, within five days thereof, make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and any other Indebtedness that is secured on a pari passu basis with the notes (including all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, prepayment or redemption and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Oncure may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of notes and other pari passu secured Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the notes and Oncure will select such other pari passu secured Indebtedness to be purchased on a pro rata basis, or in the case of the notes, by lot or by such other method as the Trustee shall deem fair and appropriate so as the notes are maintained by a minimum denomination of $2,000 or a multiple of $1,000 in excess thereof. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        Oncure will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, Oncure will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

        The agreements governing Oncure's other Indebtedness, including the Revolving Credit Facility, contain, and future agreements may contain, prohibitions of certain events, including events that would constitute an Asset Sale. The exercise by the holders of notes of their right to require Oncure to repurchase the notes upon an Asset Sale could cause a default under these other agreements, even if the Asset Sale itself does not, due to the financial effect of such repurchases on Oncure. In the event an Asset Sale occurs at a time when Oncure is prohibited from purchasing notes, Oncure could seek the consent of its lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Oncure does not obtain a consent or repay those borrowings, Oncure will remain prohibited from purchasing notes. In that case, Oncure's failure to purchase tendered notes would constitute an Event of Default under the Indenture which could, in turn, constitute a default

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under the other indebtedness. Finally, Oncure's ability to pay cash to the holders of notes upon a repurchase may be limited by Oncure's then existing financial resources. See "Risk Factors—Risks Relating to the Notes—We may not be able to satisfy our obligations to holders of the notes upon a change of control or sale of assets."

Selection and Notice

        If less than all of the notes are to be redeemed at any time, the Trustee will select notes for redemption on a pro rata basis by lot or by such other method as the Trustee shall deem fair and appropriate unless otherwise required by law or applicable stock exchange requirements.

        No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. Any notice of redemption may be conditional.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. An exchange note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption so long as Oncure does not default in making the payment on the applicable redemption date.

Certain Covenants

Restricted Payments

        Oncure will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

        (1)   declare or pay any dividend or make any other payment or distribution on account of Oncure's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Oncure) or to the direct or indirect holders of Oncure's Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Oncure);

        (2)   purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Oncure) any Equity Interests of Oncure or any direct or indirect parent of Oncure;

        (3)   make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness of Oncure or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among Oncure and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or

        (4)   make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

        (1)   no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

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        (2)   Oncure would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;" and

        (3)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Oncure and its Restricted Subsidiaries since the date of the Indenture (excluding Restricted Payments permitted by clauses (2) through and (8) of the next succeeding paragraph), is less than the sum, without duplication, of:

        (a)   50% of the Consolidated Net Income of Oncure for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the Indenture to the end of Oncure's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

        (b)   100% of the aggregate net cash proceeds received by Oncure since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of Oncure (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Oncure that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Oncure); plus

        (c)   to the extent that any Restricted Investment that was made after the date of the Indenture is (a) sold for cash or otherwise liquidated or repaid for cash, or (b) made in an entity that subsequently becomes a Restricted Subsidiary of Oncure the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

        (d)   to the extent that any Unrestricted Subsidiary of Oncure designated as such after the date of the Indenture is redesignated as a Restricted Subsidiary after the date of the Indenture, the lesser of (i) the Fair Market Value of Oncure's Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the Indenture; plus

        (e)   50% of any dividends received by Oncure or a Restricted Subsidiary of Oncure after the date of the Indenture from an Unrestricted Subsidiary of Oncure, to the extent that such dividends were not otherwise included in the Consolidated Net Income of Oncure for such period.

        The preceding provisions will not prohibit:

        (1)   the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice the dividend or redemption payment would have complied with the provisions of the Indenture;

        (2)   the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Oncure) of, Equity Interests of Oncure (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Oncure; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

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        (3)   the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Oncure or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

        (4)   so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Oncure, any Restricted Subsidiary of Oncure or any direct or indirect parent of Oncure held by any current or former officer, director or employee of Oncure or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders' agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1.0 million in any twelve-month period;

        (5)   the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

        (6)   so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Oncure or any Restricted Subsidiary of Oncure issued after the date of the Indenture in accordance with the Leverage Ratio test described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;"

        (7)   payments of cash, dividends, distributions, advances or other Restricted Payments by Oncure or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock of any such Person;

        (8)   Permitted Payments to Parent; and

        (9)   so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount since the date of the Indenture not to exceed the greater of (i) $7.5 million and (ii) 2.0% of Oncure's Total Assets.

        The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Oncure or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of Oncure whose resolution with respect thereto will be delivered to the Trustee. The Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $5.0 million.

Incurrence of Indebtedness and Issuance of Preferred Stock

        Oncure will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and Oncure will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Oncure may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if Oncure's Leverage Ratio immediately preceding the date on

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which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been no greater than:

        (1)   5.5 to 1, if the additional Indebtedness is incurred or the Disqualified Stock or the preferred stock is issued prior to May 15, 2012;

        (2)   5.25 to 1, if the additional Indebtedness is incurred or the Disqualified Stock or the preferred stock is issued on or after May 15, 2012 but prior to May 15, 2013;

        (3)   5.0 to 1, if the additional Indebtedness is incurred or the Disqualified Stock or the preferred stock is issued on or after May 15, 2013 but prior to May 15, 2014;

        (4)   4.75 to 1, if the additional Indebtedness is incurred or the Disqualified Stock or the preferred stock is issued on or after May 15, 2014 but prior to May 15, 2015; and

        (5)   4.5 to 1, if the additional Indebtedness is incurred or the Disqualified Stock or the preferred stock is issued on or after May 15, 2015;

in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of the applicable four-quarter period.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

        (1)   the incurrence by Oncure and its Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities in an amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Oncure and its Restricted Subsidiaries thereunder) not to exceed at any one time outstanding the greater of (a) $40.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by Oncure or any of its Restricted Subsidiaries since the date of the Indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales," and (b) an amount equal to 100% of Oncure's Consolidated Cash Flow for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is to be incurred, determined on a pro forma basis to give effect to the application of the net proceeds of such Indebtedness as if such transactions had occurred at the beginning of such four-quarter period and in a manner consistent with the second paragraph of the definition of "Leverage Ratio;"

        (2)   the incurrence by Oncure and its Restricted Subsidiaries of Existing Indebtedness;

        (3)   the incurrence by Oncure and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the Indenture;

        (4)   the incurrence by Oncure or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of Oncure or any of its Restricted Subsidiaries, in an aggregate amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed at any time outstanding the greater of (i) $10.0 million and (ii) 3.5% of Oncure's Total Assets;

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        (5)   the incurrence by Oncure or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge, any Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (13) or (14) of this paragraph;

        (6)   the incurrence by Oncure or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Oncure and any of its Restricted Subsidiaries; provided, however, that:

        (a)   if Oncure or any Guarantor is the obligor on such Indebtedness and the payee is not Oncure or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes and the Note Guarantees; and

        (b)   any (i) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Oncure or a Restricted Subsidiary of Oncure, or (ii) sale or other transfer of any such Indebtedness to a Person that is not either Oncure or a Restricted Subsidiary of Oncure, will be deemed, in each case, to constitute an incurrence of such Indebtedness by Oncure or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

        (7)   the issuance by any of Oncure's Restricted Subsidiaries to Oncure or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that any (a) subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Oncure or a Restricted Subsidiary of Oncure, or (b) sale or other transfer of any such preferred stock to a Person that is not either Oncure or a Restricted Subsidiary of Oncure, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

        (8)   the incurrence by Oncure or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

        (9)   the guarantee by Oncure or any of the Guarantors of Indebtedness of Oncure or a Restricted Subsidiary of Oncure that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

        (10) the incurrence by Oncure or any of its Restricted Subsidiaries of Indebtedness in respect of workers' compensation claims, self-insurance obligations, financing of insurance premiums, bankers' acceptances, performance and surety bonds in the ordinary course of business;

        (11) the incurrence by Oncure or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;

        (12) Indebtedness of Oncure or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments, earn-outs or similar obligations in connection with the acquisition or disposition of assets or a Subsidiary;

        (13) Indebtedness or Disqualified Capital Stock of Persons (other than Indebtedness or Disqualified Capital Stock incurred in anticipation of such acquisition or merger) that are acquired by Oncure or any Restricted Subsidiary or merged into Oncure or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that after giving effect to such acquisition

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either (a) Oncure would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio provisions of this covenant or (b) the Leverage Ratio would be no greater than such Leverage Ratio immediately prior to such acquisition; and

        (14) the incurrence by Oncure or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (14), not to exceed the sum of (a) $7.5 million and (b) 100.0% of the net cash proceeds received by Oncure since the date of the Indenture from the issue or sale of Equity Interests of Oncure or cash contributed to the capital of Oncure (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to Oncure or any of its Subsidiaries) to the extent that such net cash proceeds or cash have not been and are not applied to make a Restricted Payment or a Permitted Investment, or otherwise to increase the amount available to be applied to make a Restricted Payment or a Permitted Investment, pursuant to the covenant "—Restricted Payments."

        Oncure will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of Oncure or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of Oncure solely by virtue of being unsecured or by virtue of being secured on a junior Lien basis.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Oncure will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this covenant. For purposes of determining compliance with any U.S. dollar denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Oncure or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

        The amount of any Indebtedness outstanding as of any date will be:

        (1)   the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

        (2)   the principal amount of the Indebtedness, in the case of any other Indebtedness; and

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        (3)   in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

        (a)   the Fair Market Value of such assets at the date of determination; and

        (b)   the amount of the Indebtedness of the other Person.

Liens

        Oncure will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Indebtedness of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

Dividend and Other Payment Restrictions Affecting Subsidiaries

        Oncure will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on its Capital Stock to Oncure or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Oncure or any of its Restricted Subsidiaries;

        (2)   make loans or advances to Oncure or any of its Restricted Subsidiaries; or

        (3)   sell, lease or transfer any of its properties or assets to Oncure or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

        (1)   agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of the Indenture (including without limitation the agreements governing or related to the Revolving Credit Facility) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture;

        (2)   agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in the Indenture, the notes and the Note Guarantees;

        (3)   the Indenture, the notes, the Note Guarantees and the Collateral Agreements;

        (4)   applicable law, rule, regulation or order;

        (5)   any instrument governing Indebtedness or Capital Stock of a Person acquired by Oncure or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person,

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so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

        (6)   customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

        (7)   purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

        (8)   any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

        (9)   Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

        (10) Liens permitted to be incurred under the provisions of the covenant described above under the caption "—Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;

        (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of Oncure's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and

        (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

        Oncure will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Oncure is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Oncure and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

        (1)   either: (a) Oncure is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Oncure) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

        (2)   the Person formed by or surviving any such consolidation or merger (if other than Oncure) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Oncure under the notes and the Indenture;

        (3)   immediately after such transaction, no Default or Event of Default exists; and

        (4)   Oncure or the Person formed by or surviving any such consolidation or merger (if other than Oncure), or to which such sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," or (ii) would have had a Leverage Ratio not to exceed Oncure's Leverage Ratio immediately prior to such transaction.

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        In addition, Oncure will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

        This "Merger, Consolidation or Sale of Assets" covenant will not apply to:

        (1)   a merger of Oncure with an Affiliate solely for the purpose of reincorporating Oncure in another jurisdiction; or

        (2)   any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Oncure and its Restricted Subsidiaries.

Transactions with Affiliates

        Oncure will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Oncure (each, an "Affiliate Transaction") involving aggregate payments or consideration in excess of $500,000, unless:

        (1)   the Affiliate Transaction is on terms that are no less favorable to Oncure or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Oncure or such Restricted Subsidiary with an unrelated Person; and

        (2)   Oncure delivers to the Trustee:

        (a)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, (i) a resolution of the Board of Directors of Oncure set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Oncure or (ii) an opinion as to the fairness to Oncure or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; and

        (b)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to Oncure or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

        (1)   any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by Oncure or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

        (2)   transactions between or among Oncure and/or its Restricted Subsidiaries;

        (3)   transactions with a Person (other than an Unrestricted Subsidiary of Oncure) that is an Affiliate of Oncure solely because Oncure owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

        (4)   payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of Oncure or any of its Restricted Subsidiaries;

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        (5)   any issuance of Equity Interests (other than Disqualified Stock) of Oncure to Affiliates of Oncure;

        (6)   Permitted Investments and Restricted Payments that do not violate the provisions of the Indenture described above under the caption "—Restricted Payments;"

        (7)   payment of the amounts specified in, or determined pursuant to, the Management Agreement as in effect on the date of the Indenture;

        (8)   loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; and

        (9)   Permitted Payments to Parent.

Business Activities

        Oncure will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Oncure and its Restricted Subsidiaries, taken as a whole.

Additional Note Guarantees

        If Oncure or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of the Indenture, then Oncure will (1) cause that newly acquired or created Domestic Subsidiary to execute a supplemental indenture pursuant to which it becomes a Guarantor and (2) deliver an opinion of counsel reasonably satisfactory to the Trustee, in each case within ten business days of the date on which the Domestic Subsidiary was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of Oncure may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Oncure and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "—Restricted Payments" or under one or more clauses of the definition of Permitted Investments, as determined by Oncure. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Oncure may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

        Any designation of a Subsidiary of Oncure as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Oncure as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," Oncure will be in default of such covenant. The Board of Directors of Oncure may at any time designate any Unrestricted Subsidiary to be a Restricted

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Subsidiary of Oncure; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Oncure of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Payments for Consent

        Oncure will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Impairment of Security Interest

        Subject to the Intercreditor Agreement, neither Oncure nor any Restricted Subsidiary will take or omit to take any action which would adversely affect or impair in any material respect the Liens in favor of the Collateral Agent with respect to the Collateral, except as otherwise permitted or required by the Collateral Agreements or the Indenture. Neither Oncure nor any Restricted Subsidiary will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by the Indenture and the Collateral Agreements (including the Intercreditor Agreement). Oncure shall, and shall cause each Guarantor to, at each of Oncure's and such Guarantor's sole cost and expense, execute and deliver all such agreements and instruments and take all further action as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. Oncure shall, and shall cause each Guarantor to, at each of Oncure's and such Guarantor's sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements.

Information Regarding Collateral

        Oncure will furnish to the Collateral Agent, with respect to Oncure or any Guarantor, prompt written notice of any change in such Person's (i) corporate name, (ii) jurisdiction of organization or formation, (iii) identity or corporate structure or (iv) Federal Taxpayer Identification Number. Oncure agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all of the Collateral. Oncure also agrees to promptly notify the Collateral Agent in writing if any material portion of the Collateral is damaged or destroyed.

        Each year, at the time of the delivery of the annual financial statements with respect to the preceding fiscal year, Oncure shall deliver to the Trustee a certificate of the financial officer setting forth the information required pursuant to the perfection certificate required by the Indenture or confirming that there has been no change in such information since the date of the previously delivered perfection certificate.

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Landlord Waivers

        Oncure and any Domestic Subsidiary that is a lessee of, or becomes a lessee of, real property is, and will be, required to use commercially reasonable efforts to deliver to the Collateral Agent a landlord waiver executed by the lessor of such real property; provided that if such lease is in existence on the date of the Indenture, Oncure and each such Domestic Subsidiary that is the lessee thereunder shall have 90 days from the date of the Indenture to satisfy such requirement.

Further Assurances

        Oncure and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Collateral Agreements in the Collateral. In addition, from time to time, Oncure will reasonably promptly secure the obligations under the Indenture and the Collateral Agreements by pledging or creating, or causing to be pledged or created, perfected security interests with respect to the Collateral. Oncure shall deliver or cause to be delivered to the Collateral Agent all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Collateral Agent shall reasonably request to evidence compliance with this covenant.

Reports

        Whether or not required by the SEC, so long as any notes are outstanding, Oncure will furnish to the Trustee and Holders of notes, or file electronically with the SEC through the SEC's EDGAR System (or any successor system):

        (1)   within 90 days after the end of each fiscal year, substantially all annual financial information that would be required to be contained in a filing with the SEC on Form 10-K if Oncure were required to file this Form (but only to the extent similar information is included in this prospectus and the financial statements included herein), including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and a report on the annual financial statements by Oncure's certified independent accountants;

        (2)   within 45 days after the end of each of the three fiscal quarters of each fiscal year, substantially all interim quarterly financial information that would be required to be contained in a filing with the SEC on Form 10-Q if Oncure were required to file this Form (but only to the extent similar information is included in this prospectus and the financial statements included herein), including a "Management's Discussion and Analysis of Financial Condition and Results of Operations;" and

        (3)   within five business days after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K if Oncure were required to file this Form, current reports containing substantially all of the information that would be required to be filed in a Current Report on Form 8-K pursuant to Sections 1, 2 and 4 and Items 5.01 and 5.02 (other than compensation information) of Form 8-K if Oncure had been a reporting company under the Exchange Act; provided, however, that no such current report will be required to be furnished if Oncure determines in its good faith judgment that such event is not material to Holders of the notes or the business, assets, operations or financial positions of Oncure and its Restricted Subsidiaries, taken as a whole.

        If Oncure has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in

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Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Oncure and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Oncure.

        Notwithstanding the foregoing, in no event (a) will Oncure be required to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Items 301 or 302 of Regulation S-K or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), in each case, as in effect on the date of the Indenture, or (b) will any reports be required to contain the separate financial information for Guarantors, Subsidiaries whose securities are pledged to secure the notes or acquired businesses as contemplated by Rule 3-05, Rule 3-09, Rule 3-10, or Rule 3-16 of Regulation S-X promulgated by the SEC; provided, however, Oncure shall be required to comply with Rule 3-05 of Regulation S-X for a "Specified Acquisition."

        In addition, Oncure will (a) post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and (b) arrange and participate in quarterly conference calls to discuss its results of operations with noteholders, prospective purchasers of the notes and securities analysts no later than ten business days following the date on which each of the quarterly and annual reports are made available as provided above. Oncure will provide to the Trustee and holders of the notes dial-in conference call information substantially concurrently with the posting of such reports on its website. Access to any such reports on Oncure's website and to such quarterly conference calls may be password protected, provided that Oncure makes reasonable efforts to notify the Trustee and holders of the notes of, and, upon request, provides to securities analysts and prospective investors, the password and other information required to access such reports on its website and such quarterly conference calls.

        Oncure and the Guarantors also agree that, for so long as any notes remain outstanding, they will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

        Each of the following is an "Event of Default:"

        (1)   default for 30 days in the payment when due of interest on the notes;

        (2)   default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium on, the notes;

        (3)   failure by Oncure or any of its Restricted Subsidiaries to comply with the provisions described under the captions "—Repurchase at the Option of Holders—Change of Control," "—Repurchase at the Option of Holders—Asset Sales," "—Certain Covenants—Restricted Payments," "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" or "—Certain Covenants—Merger, Consolidation or Sale of Assets;"

        (4)   failure by Oncure or any of its Restricted Subsidiaries for 60 days after notice to Oncure by the Trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture;

        (5)   default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Oncure or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Oncure or any of its

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Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default:

        (a)   is caused by a failure to pay principal of, or interest or premium on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or

        (b)   results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more;

        (6)   failure by Oncure or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments remain unpaid or are not discharged or stayed for a period of 60 days;

        (7)   except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee;

        (8)   any Collateral Agreement at any time for any reason shall cease to be in full force and effect in all material respects, or ceases to give the Collateral Agent the Liens, rights, powers and privileges purported to be created thereby, superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as expressly permitted by the applicable Collateral Agreement or the Indenture; or Oncure or any of the Guarantors, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Collateral Agreement; or

        (9)   certain events of bankruptcy or insolvency described in the Indenture with respect to Oncure or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Oncure, any Restricted Subsidiary of Oncure that is a Significant Subsidiary or any group of Restricted Subsidiaries of Oncure that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

        Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium.

        In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any holders of notes unless such holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal,

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interest or premium when due, no holder of a note may pursue any remedy with respect to the Indenture or the notes unless:

        (1)   such holder has previously given the Trustee notice that an Event of Default is continuing;

        (2)   holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the Trustee to pursue the remedy;

        (3)   such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

        (4)   the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

        (5)   holders of a majority in aggregate principal amount of the then outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

        The holders of a majority in aggregate principal amount of the then outstanding notes by notice to the Trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, interest or premium.

        In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Oncure with the intention of avoiding payment of the premium that Oncure would have had to pay if Oncure then had elected to redeem the notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an Event of Default occurs prior to May 15, 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Oncure with the intention of avoiding the prohibition on redemption of the notes prior to that date, then an additional premium specified in the Indenture will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes.

        Oncure is required to deliver to the Trustee annually a written statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, Oncure is required to deliver to the Trustee a written statement specifying such Default or Event of Default.

        The rights of the Trustee and any holder to exercise any remedies with respect to an Event of Default may be limited by the terms of the Intercreditor Agreement.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of Oncure or any Guarantor, as such, will have any liability for any obligations of Oncure or the Guarantors under the notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        Oncure may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an officers' certificate, elect to have all of its obligations discharged with respect to the outstanding

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notes and all obligations of the Guarantors discharged with respect to their Note Guarantees ("Legal Defeasance") except for:

        (1)   the rights of holders of outstanding notes to receive payments in respect of the principal of, and interest and premium on, such notes when such payments are due from the trust referred to below;

        (2)   Oncure's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and Oncure's and the Guarantors' obligations in connection therewith; and

        (4)   the Legal Defeasance and Covenant Defeasance provisions of the Indenture.

        In addition, Oncure may, at its option and at any time, elect to have the obligations of Oncure and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   Oncure must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, and interest and premium on, the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Oncure must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;

        (2)   in the case of Legal Defeasance, Oncure must deliver to the Trustee an opinion of counsel confirming that (a) Oncure has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, Oncure must deliver to the Trustee an opinion of counsel confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Oncure or any Guarantor is a party or by which Oncure or any Guarantor is bound;

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        (5)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which Oncure or any of its Subsidiaries is a party or by which Oncure or any of its Subsidiaries is bound;

        (6)   Oncure must deliver to the Trustee an officers' certificate stating that the deposit was not made by Oncure with the intent of preferring the holders of notes over the other creditors of Oncure with the intent of defeating, hindering, delaying or defrauding any creditors of Oncure or others; and

        (7)   Oncure must deliver to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

        If Oncure exercises Legal Defeasance or Covenant Defeasance, any Liens securing the notes that were created pursuant to the Indenture and the Collateral Agreements will be released.

Amendment, Supplement and Waiver

        Except as provided in the next succeeding paragraphs and subject to the restrictions imposed by the Intercreditor Agreement, the Indenture, the notes, the Collateral Agreements or the Note Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing Default or Event of Default or compliance with any provision of the Indenture, the notes, the Collateral Agreements or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

        Without the consent of each holder of notes, an amendment, supplement or waiver may not:

        (1)   reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

        (2)   reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");

        (3)   reduce the rate of or change the time for payment of interest, including default interest, on any note;

        (4)   waive a Default or Event of Default in the payment of principal of, and interest and premium on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

        (5)   make any note payable in money other than that stated in the notes;

        (6)   make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, and interest and premium on, the notes;

        (7)   waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption "—Repurchase at the Option of Holders");

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        (8)   release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or

        (9)   make any change in the preceding amendment and waiver provisions.

        Without the consent of the holders of at 66²/3% in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), an amendment, supplement or waiver may not release all or substantially all of the Collateral from the Liens created pursuant to the Collateral Agreements, except in accordance with the Indenture and the Collateral Agreements.

        Notwithstanding the preceding, without the consent of any holder of notes, Oncure, the Guarantors and the Trustee may amend or supplement the Indenture, the notes, the Collateral Agreements and the Note Guarantees:

        (1)   to cure any ambiguity, defect or inconsistency;

        (2)   to provide for uncertificated notes in addition to or in place of Certificated Notes;

        (3)   to provide for the assumption of Oncure's or a Guarantor's obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of Oncure's or such Guarantor's assets, as applicable;

        (4)   to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the Indenture of any such holder;

        (5)   to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

        (6)   to conform the text of the Indenture, the notes, or the Note Guarantees to any provision of this Description of Exchange Notes to the extent that such provision in this Description of Exchange Notes was intended to be a verbatim recitation of a provision of the Indenture, the notes or the Note Guarantees as certified by Oncure in an officer's certificate;

        (7)   to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture;

        (8)   to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the notes; or

        (9)   in connection with any addition or release of Collateral permitted under the terms of the Indenture or the Collateral Agreements.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

        (1)   either:

        (a)   all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Oncure, have been delivered to the Trustee for cancellation; or

        (b)   all notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Oncure or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a

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combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the Trustee for cancellation for principal, interest and premium to the date of maturity or redemption;

        (2)   no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Oncure or any Guarantor is a party or by which Oncure or any Guarantor is bound;

        (3)   Oncure or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

        (4)   Oncure has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

        In addition, Oncure must deliver an officers' certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the Trustee becomes a creditor of Oncure or any Guarantor, the Indenture limits the right of the Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if the Indenture has been qualified under the Trust Indenture Act) or resign.

        The holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. The Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

        Anyone who receives this prospectus may obtain a copy of the Indenture without charge by writing to OnCure Holdings, Inc., 188 Inverness Drive West, Suite 650, Englewood, Colorado 80112, Attention: General Counsel.

Book-Entry, Delivery and Form

        The exchange notes will be issued in the form of one or more fully registered notes in global form, referred to as the Global Notes. Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with the DTC, referred to as participants, or persons who hold interests through participants. Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership will be effected only through, records maintained by the DTC, its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

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        So long as the DTC or its nominee is the registered owner or holder of a Global Note, the DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Note for all purposes under the Indenture and the exchange notes. No beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with the DTC's applicable procedures, in addition to those provided for under the Indenture.

        Payments of the principal of, and interest on, a Global Note will be made to the DTC or its nominee, as the case may be, as the registered owner thereof. None of Oncure, the Trustee or any Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

        We expect that the DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note as shown on the records of the DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

        Transfers between participants in the DTC will be effected in the ordinary way in accordance with the DTC rules and will be settled in same-day funds.

        We expect that the DTC will take any action permitted to be taken by a holder of exchange notes (including the presentation of exchange notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in a Global Note is credited and only in respect of such portion of the aggregate principal amount of exchange notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, the DTC will exchange the applicable Global Note for Certificated Notes, which it will distribute to its participants.

        We understand that the DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act. The DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies and certain other organizations that clear through or maintain a custodial relationship with a participant, either directly or indirectly, referred to as indirect participants.

        Although the DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in a Global Note among participants of the DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither Oncure nor the Trustee will have any responsibility for the performance by the DTC or its respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

        If the DTC is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor depositary is not appointed by Oncure within 90 days, we will issue Certificated Notes in exchange for the Global Notes. Holders of an interest in a Global Note may receive Certificated Notes

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in accordance with the DTC's rules and procedures in addition to those provided for under the indenture.

Same-Day Settlement and Payment

        The paying agent will distribute payments in respect of the notes represented by the Global Notes (including principal, interest or premium) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The paying agent will distribute all payments of principal, interest and premium with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the Global Notes are expected trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. Oncure expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Registration Rights

        The Company is party to a registration rights agreement pursuant to which it has agreed to:

•

file one or more registration statements no later than 270 days after the closing of the offering of the private notes enabling the holders of the private notes to exchange their private notes for exchange notes;

•

cause the registration statement to become effective within 330 days after the closing of this offering;

•

consummate the exchange offer within 30 business days after the registration statement is required to be declared effective; and

•

file a shelf registration statement for the resale of the notes if it cannot effect the exchange offer within the time periods listed above.

        The interest rate on the notes will increase by 0.25% per annum for the first 90 day period following a default of the registration obligations, increasing by an additional 0.25% per annum for each subsequent 90 day period, up to a maximum of 1.0% per annum.

        After the exchange offer has been consummated, the Equity Interests of a Restricted Subsidiary will constitute Collateral only to the extent that such Equity Interests can secure the notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such Restricted Subsidiary to be filed with the SEC (or any other governmental agency).

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

        "Acquired Debt" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

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        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

        "Agent" means each of the First Lien Collateral Agent and the Collateral Agent.

        "Asset Sale" means:

        (1)   the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Oncure and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and

        (2)   the issuance of Equity Interests in any of Oncure's Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

        Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

        (1)   any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.5 million;

        (2)   a transfer of assets between or among Oncure and its Restricted Subsidiaries;

        (3)   an issuance of Equity Interests by a Restricted Subsidiary of Oncure to Oncure or to a Restricted Subsidiary of Oncure;

        (4)   the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

        (5)   the sale or other disposition of cash or Cash Equivalents; and

        (6)   a Restricted Payment that does not violate the covenant described above under the caption "—Certain Covenants—Restricted Payments" or a Permitted Investment.

        "Asset Sale Offer" has the meaning assigned to that term in the Indenture governing the notes.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

        "Board of Directors" means:

        (1)   with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

        (2)   with respect to a partnership, the Board of Directors of the general partner of the partnership;

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        (3)   with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

        (4)   with respect to any other Person, the board or committee of such Person serving a similar function.

        "Capital Lease" means, with respect to any Person, any lease of any property (whether real, personal or mixed) of which the discounted present value of the rental obligations of such Person as lessee is required to be capitalized on the balance sheet of such Person pursuant to GAAP as in effect as of the date of the Indenture.

        "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a Capital Lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

        "Cash Equivalents" means:

        (1)   United States dollars;

        (2)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

        (3)   certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of "B" or better;

        (4)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

        (5)   commercial paper having one of the two highest ratings obtainable from Moody's or S&P and, in each case, maturing within six months after the date of acquisition; and

        (6)   money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

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        "Change of Control" means the occurrence of any of the following:

        (1)   the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Oncure and its Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) of the Exchange Act) other than a Permitted Holder;

        (2)   the adoption of a plan relating to the liquidation or dissolution of Oncure;

        (3)   the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any "person" (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Oncure, measured by voting power rather than number of shares; or

        (4)   the consummation of the first transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above) other than a Permitted Holder becomes the Beneficial Owner, directly or indirectly, of more of the Voting Stock of Oncure (measured by voting power rather than number of shares) than is at the time Beneficially Owned by the Permitted Holders in the aggregate.

        "Change of Control Offer" has the meaning assigned to that term in the Indenture governing the notes.

        "Collateral" means collateral as such term is defined in the security agreements, and any other property, whether now owned or hereafter acquired, upon which a Lien securing the Obligations under the Indenture, the Collateral Agreements, the notes or the Note Guarantees is granted or purported to be granted under any Collateral Agreement; provided, however, that "Collateral" shall not include any Excluded Collateral.

        "Collateral Agent" means the party named as the collateral agent for the Second Lien Secured Parties in the Indenture until a successor replaces it in accordance with the provisions of the Indenture and thereafter means any such successor.

        "Collateral Agreements" means, collectively, the Intercreditor Agreement, each security agreements or other collateral agreement, and each other document or instrument creating Liens in favor of the Collateral Agent as required by the Indenture, in each case, as the same may be in force from time to time.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

        (1)   an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

        (2)   provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

        (3)   the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

        (4)   depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent

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that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

        (5)   any expenses or charges related to any equity offering, Permitted Investment, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred by the Indenture (whether or not successful), including such fees, expenses or charges related to the offering of the notes and the Revolving Credit Facility and any amendment or other modification of the notes or the Revolving Credit Facility, and deducted in computing Consolidated Net Income, plus

        (6)   the amount of any restructuring charges, integration costs or other business optimization expenses and reserves deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the date of the Indenture, plus

        (7)   the amount of net cost savings projected by Oncure in good faith to be realized as a result of specified actions taken or initiated during or prior to such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings are reasonably identifiable and factually supportable (which adjustments may be incremental to pro forma cost savings adjustments made pursuant to the definition of "Leverage Ratio"), plus

        (8)   the amount of management, monitoring, consulting and advisory fees and related expenses paid pursuant to the Management Agreement, minus

        (9)   non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

        Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation, amortization and other non-cash expenses of, a Restricted Subsidiary of Oncure will be added to Consolidated Net Income to compute Consolidated Cash Flow of Oncure only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to Oncure by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

        (1)   the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

        (2)   solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of "Certain Covenants—Restricted Payments," the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

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        (3)   the cumulative effect of a change in accounting principles will be excluded;

        (4)   notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;

        (5)   the effects of adjustments resulting from the application of purchase accounting in relation to any acquisition that is consummated after the date of the Indenture, net of taxes, shall be excluded;

        (6)   any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded;

        (7)   any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded; and

        (8)   any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options or other rights to officers, directors or employees shall be excluded.

        "Credit Facilities" means one or more debt facilities (including, without limitation, the Revolving Credit Facility) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. The only Credit Facility in effect on the date of the Indenture was the Revolving Credit Facility.

        "Debt Documents" means, collectively, the First Lien Debt Documents and the Indenture Documents.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Oncure to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Oncure may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments." The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that Oncure and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

        "Domestic Subsidiary" means any Restricted Subsidiary of Oncure that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of Oncure.

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        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private sale of common stock or preferred stock of ours or any of our direct or indirect parents (excluding Disqualified Stock), other than

        (1)   public offerings with respect to our or any direct or indirect parent's common stock registered on Form S-8;

        (2)   any such public or private sale that constitutes an Excluded Contribution; and

        (3)   any sales to us or any of our Subsidiaries.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "Existing Indebtedness" means Indebtedness of Oncure and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the Indenture, until such amounts are repaid.

        "Fair Market Value" means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Oncure (unless otherwise provided in the Indenture).

        "First Lien Collateral Agent" means the collateral agent for the First Lien Secured Parties named in any Credit Facility and any successor or replacement collateral agent designated as such by the holders of First Lien Obligations.

        "First Lien Debt Documents" means, collectively, all agreements, instruments and other documents evidencing, governing or providing any Lien for the benefit or any First Lien Obligations.

        "First Lien Secured Parties" means the holders of the First Lien Obligations and the First Lien Collateral Agent.

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

        (1)   the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

        (2)   the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

        (3)   any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

        (4)   the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Oncure (other than Disqualified Stock) or to Oncure or a Restricted Subsidiary of Oncure, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state

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and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

        "Foreign Subsidiary" means any Restricted Subsidiary of Oncure that is not a Domestic Subsidiary.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

        "Guarantors" means (1) each Domestic Subsidiary of Oncure on the date of the Indenture and (2) each other Subsidiary of Oncure that executes a Note Guarantee in accordance with the provisions of the Indenture, in each case, together with their respective successors and assigns until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

        (1)   interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

        (2)   other agreements or arrangements designed to manage interest rates or interest rate risk; and

        (3)   other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

        "Immaterial Subsidiary" means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $100,000 and whose total revenues for the most recent 12-month period do not exceed $100,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of Oncure.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

        (1)   in respect of borrowed money;

        (2)   evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

        (3)   in respect of banker's acceptances;

        (4)   representing Capital Lease Obligations;

        (5)   representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

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        (6)   representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

        "Indenture" means the indenture to be entered into among Oncure, the Guarantors and the Trustee.

        "Indenture Documents" means, collectively, the Indenture, the notes, the Note Guarantees and the Collateral Agreements.

        "Intercreditor Agreement" means an intercreditor agreement whose terms are substantially consistent with the Intercreditor Agreement summarized under "Collateral—Intercreditor Agreement" and that is entered into in connection with entering into the Revolving Credit Facility, among the Trustee, the Collateral Agent and the First Lien Collateral Agent, and acknowledged and agreed by Oncure and the Guarantors, and the other signatories thereto, as the same may be amended, supplemented, restated or modified from time to time.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Oncure or any Subsidiary of Oncure sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of Oncure such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Oncure, Oncure will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Oncure's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." The acquisition by Oncure or any Subsidiary of Oncure of a Person that holds an Investment in a third Person will be deemed to be an Investment by Oncure or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." Except as otherwise provided in the Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

        "Leverage Ratio" means with respect to any specified Person as of any date of determination, the ratio of the aggregate amount of Indebtedness of such Person and its Restricted Subsidiaries outstanding as of such date of determination (including the amount of Indebtedness proposed to be incurred by such Person and its Restricted Subsidiaries giving rise to the calculation of such Leverage Ratio), determined on a consolidated basis, to the Consolidated Cash Flow of such Person for the most recently ended four full fiscal quarters of such Person for which internal financial statements are available immediately preceding such date of determination.

        For purposes of calculating the Leverage Ratio:

        (1)   acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including

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any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the date of determination will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period;

        (2)   the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the date of determination, will be excluded;

        (3)   any Person that is a Restricted Subsidiary on the date of determination will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; and

        (4)   any Person that is not a Restricted Subsidiary on the date of determination will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "Management Agreement" means that certain Advisory Services Agreement, dated as of August 18, 2006, by and among Genstar Capital, LLC and Oncure Medical, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

        "Moody's" means Moody's Investors Service, Inc. and its successors.

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

        (1)   any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

        (2)   any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

        "Net Proceeds" means the aggregate cash proceeds received by Oncure or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, relocation expenses incurred as a result of the Asset Sale, and taxes paid or payable as a result of the Asset Sale after taking into account any available tax credits or deductions and any tax sharing arrangements, (2) amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale, and (3) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

        "Revolving Credit Facility" means that certain Credit Agreement, to be dated the date of the Indenture, by and among First Lien Collateral Agent, General Electric Capital Corporation, as administrative agent, Oncure, as guarantor, and all direct and indirect Subsidiaries of Oncure, as borrowers, and the lenders from time to time party thereto, together with any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and,

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in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

        "Non-Recourse Debt" means Indebtedness:

        (1)   as to which neither Oncure nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

        (2)   no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Oncure or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity.

        "Note Guarantee" means the Guarantee by each Guarantor of Oncure's obligations under the Indenture and the notes, executed pursuant to the provisions of the Indenture.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, letters of credit, Hedging Obligations, damages and other liabilities payable under the documentation governing or relating to any Indebtedness.

        "Parent" means any direct parent company of Oncure Holding Corporation, a Delaware corporation, and its successors.

        "Permitted Business" means a business in which Oncure and its Restricted Subsidiaries were engaged on the date of the Indenture, as described in the prospectus, and any business reasonably related, ancillary or complimentary thereto.

        "Permitted Holders" means (1) any Beneficial Owner of Capital Stock of Oncure on the date of the Indenture and (2) any Related Person of a Person described in clause (1).

        "Permitted Investments" means:

        (1)   any Investment in Oncure or in a Restricted Subsidiary of Oncure;

        (2)   any Investment in Cash Equivalents;

        (3)   any Investment by Oncure or any Restricted Subsidiary of Oncure in a Person, if as a result of such Investment:

        (a)   such Person becomes a Restricted Subsidiary of Oncure, or

        (b)   such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Oncure or a Restricted Subsidiary of Oncure;

        (4)   any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales;"

        (5)   any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Oncure;

        (6)   any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of Oncure or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement

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upon the bankruptcy or insolvency of any trade creditor or customer or (b) litigation, arbitration or other disputes;

        (7)   Investments represented by Hedging Obligations;

        (8)   loans or advances to employees made in the ordinary course of business of Oncure or any Restricted Subsidiary of Oncure in an aggregate principal amount not to exceed $1.0 million at any one time outstanding;

        (9)   repurchases of the notes;

        (10) Investments in Permitted Joint Ventures in an amount since the date of the Indenture that does not exceed the greater of (i) $10.0 million and (ii) 3.0% of Oncure's Total Assets;

        (11) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (11) that are at the time outstanding, not to exceed $5.0 million;

        (12) any Investment existing on, or made pursuant to binding commitments existing on, the date of the Indenture and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the date of the Indenture; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the date of the Indenture or (b) as otherwise permitted under the Indenture; and

        (13) Investments acquired after the date of the Indenture as a result of the acquisition by Oncure or any Restricted Subsidiary of Oncure of another Person, including by way of a merger, amalgamation or consolidation with or into Oncure or any of its Restricted Subsidiaries in a transaction that is not prohibited by the covenant described above under the caption "—Merger, Consolidation or Sale of Assets" after the date of the Indenture to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation.

        "Permitted Joint Venture" means a Person, other than Oncure or a Subsidiary of Oncure, that is engaged in a Permitted Business.

        "Permitted Liens" means:

        (1)   Liens on assets of Oncure or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit Facilities that was permitted to be incurred pursuant to clause (1) of the definition of Permitted Debt, and/or securing Hedging Obligations related thereto;

        (2)   subject to the terms of the Intercreditor Agreement, Liens on assets of Oncure or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under the Revolving Credit Facility;

        (3)   Liens in favor of Oncure or the Guarantors;

        (4)   Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Oncure or any Subsidiary of Oncure; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Oncure or the Subsidiary;

        (5)   Liens on property (including Capital Stock) existing at the time of acquisition of the property by Oncure or any Subsidiary of Oncure; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of such acquisition;

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        (6)   Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers' compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);

        (7)   Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with or financed by such Indebtedness;

        (8)   Liens existing on the date of the Indenture;

        (9)   Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefore;

        (10) Liens imposed by law, such as carriers', warehousemen's, landlord's and mechanics' Liens and similar Liens imposed by law, in each case, incurred in the ordinary course of business;

        (11) minor defects or irregularities in title, survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

        (12) Liens created for the benefit of (or to secure) notes issued under the Indenture, the Collateral Agreements or the Note Guarantees;

        (13) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the Indenture; provided, however, that:

        (a)   the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Indebtedness (plus improvements and accessions to such property, or proceeds or distributions thereof); and

        (b)   the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding amount, or, if greater, committed amount, of the original Indebtedness and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; and

        (14) Liens securing Indebtedness permitted by clause (14) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" or otherwise incurred in the ordinary course of business of Oncure or any of its Restricted Subsidiaries with respect to obligations that do not exceed $5.0 million in the aggregate at any one time outstanding.

        "Permitted Payments to Parent" means, for so long as Oncure is a member of a group filing a consolidated or combined tax return with Parent, payments to Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to Oncure and its Subsidiaries ("Tax Payments"); provided that the Tax Payments do not exceed the lesser of (a) the amount of the relevant tax (including any penalties and interest) that Oncure would owe if Oncure were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of Oncure and such Subsidiaries from other taxable years and (b) the net amount of the relevant tax that the Parent actually owes to the appropriate taxing authority.

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        "Permitted Refinancing Indebtedness" means any Indebtedness of Oncure or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of Oncure or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

        (1)   the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

        (2)   such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

        (3)   if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

        (4)   such Indebtedness is incurred either by Oncure or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Purchase Option Event" means the acceleration of the First Lien Obligations.

        "Related Party" means:

        (1)   any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of a Person described in clause (1) of the definition of Permitted Holder; or

        (2)   any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Permitted Holder.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc., and its successors.

        "SEC" means the Securities and Exchange Commission.

        "Second Lien Secured Parties" means the holders of the notes, the Trustee and the Collateral Agent.

        "Secured Parties" means, collectively, the First Lien Secured Parties and the Second Lien Secured Parties.

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        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the Indenture.

        "Specified Acquisition" means the acquisition, or any series of related acquisitions, of any Person or Persons whose (i) total assets exceed $30.0 million, or (ii) income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle exclusive of amounts attributable to any noncontrolling interests exceeds $12.5 million for the most recently completed fiscal year of such Person or Persons.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subsidiary" means, with respect to any specified Person:

        (1)   any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or Trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

        (2)   any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

        "Total Assets" means, with respect to any Person as of any date of determination, the consolidated total assets of such Person and its Restricted Subsidiaries on such date of determination.

        "Uniform Commercial Code" means the Uniform Commercial Code as in effect in the State of New York, and any successor statute, as in effect from time to time (except that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as the Collateral Agent may otherwise determine).

        "Unrestricted Subsidiary" means any Subsidiary of Oncure that is designated by the Board of Directors of Oncure as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

        (1)   has no Indebtedness other than Non-Recourse Debt;

        (2)   except as permitted by the covenant described above under the caption "—Certain Covenants—Transactions with Affiliates," is not party to any agreement, contract, arrangement or understanding with Oncure or any Restricted Subsidiary of Oncure unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Oncure or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Oncure;

        (3)   is a Person with respect to which neither Oncure nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to

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maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and

        (4)   has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Oncure or any of its Restricted Subsidiaries.

        "Voting Stock" of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

        (1)   the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

        (2)   the then outstanding principal amount of such Indebtedness.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

        The following is a summary of the material United States federal income tax consequences relevant to the exchange of private notes for exchange notes in the exchange offer and the ownership and disposition of the exchange notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), United States Treasury Regulations issued thereunder, Internal Revenue Service ("IRS") rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. No rulings have been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the notes, or that any such position would not be sustained by a court. This summary is limited to holders who purchase and hold the notes as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the United States federal income tax consequences that may be relevant to a holder in light of the holder's particular circumstances or to holders subject to special rules, such as banks, financial institutions, United States expatriates and certain other former citizens or long-term residents of the United States, insurance companies, regulated investment companies, real estate investment trusts, dealers in securities or currencies, traders in securities, S corporations, partnerships or other pass-through entities, U.S. Holders (as defined below) whose functional currency is not the United States dollar, persons subject to the alternative minimum tax, tax-exempt organizations, tax deferred or other retirement accounts, persons holding the notes as part of a "straddle," "hedge," "conversion transaction" or other integrated transaction and persons deemed to sell the notes under the constructive sale provisions of the Code. Moreover, the effect of other United States federal tax laws (such as estate and gift tax laws) and any applicable state, local or foreign tax laws is not discussed.

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

        As used herein, "U.S. Holder" means a beneficial owner of the notes who is treated for United States federal income tax purposes as:

•

an individual who is a citizen or resident of the United States;

•

a corporation, or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate, the income of which is subject to United States federal income tax regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a United States court and the control of one or more United States persons or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

If a partnership or other entity or arrangement taxable as a partnership holds the notes, the tax treatment of the partners in the partnership will generally depend on the status of the particular partner in question and the activities of the partnership. Partners should consult their own tax advisors as to the specific tax consequences to them of holding the notes indirectly through ownership of their partnership interests.

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Exchange Pursuant to this Exchange Offer

        The exchange of private notes for exchange notes in the exchange offer will not constitute a taxable exchange for United States federal income tax purposes. As a result, (1) a holder will not recognize taxable gain or loss as a result of exchanging such holder's private notes; (2) the holding period of the exchange notes will include the holding period of the private notes exchanged therefor; and (3) the adjusted basis of the exchange notes received will be the same as the adjusted basis of the private notes exchanged therefor immediately before such exchange.

U.S. Holders

        Payments of Interest.    Payments of stated interest on the notes generally will be taxable to a U.S. Holder as ordinary income at the time that such payments are received or accrued, in accordance with such U.S. Holder's method of tax accounting for United States federal income tax purposes.

        Additional Payments.    In certain circumstances (see "Description of Exchange Notes—Optional Redemption" and "Description of Exchange Notes—Repurchase at the Option of Holders"), we may be obligated to pay amounts in excess of stated interest or principal on the notes. Although the issue is not free from doubt, we intend to take the position that the possibility of such payments does not result in the notes being treated as contingent payment debt instruments under the applicable Treasury regulations. Our position is binding on a U.S. Holder unless such holder discloses its contrary position in the manner required by applicable Treasury Regulations. Our position is not binding on the IRS, and if the IRS were to take a contrary position, U.S. Holders may be required to treat any gain recognized on the sale or other disposition of the notes as ordinary income rather than as capital gain. Furthermore, U.S. Holders would be required to accrue interest income on a constant yield basis at an assumed yield determined at the time of issuance of the notes, with adjustments to such accruals when any contingent payments are made that differ from the payments calculated based on the assumed yield. U.S. Holders are urged to consult their tax advisors regarding the potential application to the notes of the contingent payment debt instrument rules and the consequences thereof. The remainder of this discussion assumes that the notes will not be treated as contingent payment debt instruments.

        Market Discount.    If a U.S. Holder acquires a note and, immediately after such acquisition, such holder's adjusted basis in the note is less than its stated principal amount, the amount of such difference is treated as "market discount" for United States federal income tax purposes, subject to a de minimis limitation. Under the market discount rules of the Code, a U.S. Holder will be required to treat any partial payment of principal on a note, and any gain on the sale, exchange, retirement or other disposition of such note, as ordinary income to the extent of the accrued market discount that has not previously been included in income, subject to certain exceptions. If a U.S. Holder disposes of such note in certain otherwise nontaxable transactions, accrued market discount must be included as ordinary income by such holder as if such holder had sold the note at its then fair market value.

        In general, the amount of market discount that has accrued is determined on a ratable basis. U.S. Holders may, however, elect to determine the amount of accrued market discount on a constant yield to maturity basis. This election is made on a note-by-note basis and is irrevocable.

        With respect to notes with market discount, a U.S. Holder may not be allowed to deduct immediately a portion of the interest expense on any indebtedness incurred or continued in order to purchase or to carry the notes. A U.S. Holder may elect to include market discount in income currently as it accrues, in which case the interest deferral rule set forth in the preceding sentence will not apply. This election will apply to all market discount debt instruments acquired by the U.S. Holder on or after the first day of the first taxable year to which the election applies and is irrevocable without the consent of the IRS. The U.S. Holder's adjusted basis in a note will be increased by the amount of market discount included in such holder's income under the election.

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        Amortizable Bond Premium.    If a U.S. Holder acquires a note and, immediately after such acquisition, such holder's adjusted basis in the note exceeds its stated principal amount, such holder will be considered to have acquired the note with "bond premium" equal to such excess amount. Generally, the U.S. Holder may elect to amortize such bond premium using a constant yield to maturity method over the remaining term of the note (or, if it results in a smaller amount of amortizable bond premium, until an earlier call date). Under United States Treasury Regulations, the U.S. Holder may offset the stated interest income allocable to an accrual period with the bond premium allocable to the accrual period. If the bond premium allocable to an accrual period exceeds the stated interest income allocable to the accrual period, the excess is treated as a bond premium deduction. However, the amount treated as a bond premium deduction is limited to the amount by which such holder's total interest inclusions on the note in prior accrual periods exceed the total amount treated by such holder as a bond premium deduction in prior accrual periods. If any of the excess bond premium is not deductible, that amount is carried forward to the next accrual period and is treated as bond premium allocable to that period. If a U.S. Holder elects to amortize bond premium, such holder must reduce such holder's adjusted basis in the note by the amount of the bond premium used to offset stated interest income or treated as a deduction as set forth above. An election to amortize bond premium applies to all taxable debt obligations held during the taxable year for which the election is made or thereafter acquired by the U.S. Holder and may be revoked only with the consent of the IRS.

        Sale or Other Taxable Disposition of Notes.    A U.S. Holder will recognize gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a note equal to the difference between the amount realized upon the disposition (less a portion allocable to any accrued and unpaid interest, which will be taxable as interest) and the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note (or a portion thereof) generally will be the U.S. Holder's cost therefor decreased by any payment on the note other than a payment of stated interest. This gain or loss generally will be a capital gain or loss, and will be a long-term capital gain or loss if the U.S. Holder has held the note for more than one year. Otherwise, such gain or loss will be a short-term capital gain or loss. Long-term capital gains of non-corporate holders are currently subject to tax at a reduced rate. The deductibility of capital losses is subject to limitations.

        Backup Withholding and Information Reporting.    A U.S. Holder may be subject to information reporting and backup withholding when such holder receives principal and interest payments on the notes held or upon the proceeds received upon the sale or other disposition of such notes (including a redemption or retirement of the notes). A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder:

•

fails to furnish the holder's taxpayer identification number ("TIN"), which, for an individual, is ordinarily his or her social security number;

•

furnishes an incorrect TIN;

•

is notified by the IRS that the holder has failed to properly report payments of interest or dividends; or

•

fails to certify, under penalties of perjury, that the holder has furnished a correct TIN and that the IRS has not notified the holder that the holder is subject to backup withholding.

U.S. Holders should consult their own tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. Backup withholding is not an additional tax, and taxpayers may use amounts withheld as a credit against their United States federal income tax liability or may claim a refund as long as they timely provide the required information to the IRS.

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Non-U.S. Holders

        A "non-U.S. Holder" is a beneficial owner of the notes who is not a U.S. Holder or a partnership or other entity treated as a partnership for United States federal income tax purposes.

        Payment of Interest.    Interest paid to a non-U.S. Holder will not be subject to United States federal withholding tax of 30% (or, if applicable, a lower treaty rate) provided that:

•

such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of our voting stock;

•

such holder is not a controlled foreign corporation that is related to us through actual or constructive stock ownership and is not a bank that received such notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

•

such non-U.S. Holder provides its name and address, and certifies, under penalties of perjury, that such holder is not a United States person (which certification may be made on an IRS Form W-8BEN (or successor form)), or such holder holds its notes through certain foreign intermediaries and such holder and the foreign intermediaries satisfy the certification requirements of applicable Treasury Regulations.

Even if the above conditions are not met, a non-U.S. Holder may be entitled to a reduction in or an exemption from withholding tax on interest under a tax treaty between the United States and the non-U.S. Holder's country of residence. To claim such a reduction or exemption, a non-U.S. Holder must generally complete IRS Form W-8BEN (or successor form) and claim this reduction or exemption on the form. A non-U.S. Holder generally will also be exempt from withholding tax on interest if such interest is effectively connected with such holder's conduct of a United States trade or business and, if an income tax treaty applies, is attributable to a United States permanent establishment (as discussed below) and the holder provides us with an IRS Form W-8ECI (or successor form).

        Additional Payments.    In certain circumstances (see "Description of Exchange Notes—Optional Redemption" and "Description of Exchange Notes—Repurchase at the Option of Holders"), we may be obligated to pay additional amounts on the notes. Such payments may be treated as interest subject to the rules described above or additional amounts paid for the notes subject to the rules described below, as applicable, or as other income subject to United States federal withholding tax. Prospective investors should consult their tax advisors regarding the certification requirements for non-U.S. Holders.

        Sale or Other Taxable Disposition of Notes.    A non-U.S. Holder will generally not be subject to United States federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other taxable disposition of a note if the gain is not effectively connected with a United States trade or business of the non-U.S. Holder and, if an income tax treaty applies, is not attributable to a United States permanent establishment. However, a non-U.S. Holder may be subject to tax on such gain if such holder is an individual who was present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case such holder may have to pay a United States federal income tax of 30% (or, if applicable, a lower treaty rate) on such gain, which gain may be offset by certain U.S. source capital losses. A non-U.S. Holder should consult any applicable income tax treaties that may provide for different rules.

        United States Trade or Business.    If interest or gain from a disposition of the notes is effectively connected with a non-U.S. Holder's conduct of a United States trade or business (and, if an income tax treaty applies, the non-U.S. Holder maintains a United States "permanent establishment" to which the interest or gain is attributable), the non-U.S. Holder generally will be subject to United States federal

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income tax on the interest or gain on a net basis in the same manner as if it were a U.S. Holder. If interest income received with respect to the notes is effectively connected with a United States trade or business (or, if an income tax treaty applies, is attributable to a United States permanent establishment), the 30% withholding tax described above will not apply (assuming an appropriate certification is provided). A foreign corporation that is a holder of a note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. For this purpose, interest on a note or gain from a disposition of a note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the United States.

Backup Withholding and Information Reporting. A non-U.S. Holder, in general, will not be subject to backup withholding and information reporting with respect to payments we make to such holder provided that we do not have actual knowledge or reason to know that such holder is a United States person, as defined under the Code, and such holder has given us the statement described above under "—Non-U.S. Holders—Payment of Interest." In addition, a non-U.S. Holder will not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a note within the United States or conducted through certain United States-related financial intermediaries, if the payor receives the statement described above and does not have actual knowledge or reason to know that such holder is a United States person, as defined under the Code, or such holder otherwise establishes an exemption. However, we generally will be required to report annually to the IRS the amount of, and any tax withheld with respect to, any interest paid to such holders. Copies of these information returns may also be made available to the tax authorities of the country in which a non-U.S. Holder resides under the provisions of a specific treaty or agreement.

        Non-U.S. Holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstances and the availability of and procedure for obtaining an exemption from withholding, information reporting and backup withholding under current United States Treasury Regulations. Backup withholding is not an additional tax, and taxpayers may use amounts withheld as a credit against their United States federal income tax liability or may claim a refund as long as they timely provide the required information to the IRS.

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PLAN OF DISTRIBUTION

        Until 90 days after the date of this prospectus, all dealers effecting transactions in the exchange notes, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale for such period of time as such broker-dealers must comply with the prospectus delivery requirements of the Securities Act in order to resell the exchange notes.

        We will not receive any proceeds from any sale of exchange notes by brokers-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents for such period of time as such broker-dealer must comply with the prospectus delivery requirements of the Securities Act in order to resell the exchange notes. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

        Certain legal matters in connection with the offering will be passed upon for us by Latham & Watkins LLP, Washington, District of Columbia.

EXPERTS

        The consolidated financial statements of OnCure Holdings, Inc. and its subsidiaries as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the U.S. Securities and Exchange Commission, or the SEC, a registration statement on Form S-4, or the exchange offer registration statement, which term shall encompass all amendments, exhibits, annexes and schedules thereto, pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder, which we refer to collectively as the Securities Act, covering the exchange notes being offered. This prospectus does not contain all the information contained in the registration statement, including its exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about us and the exchange offer. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. The registration statement, including exhibits and schedules, is on file at the offices of the SEC and may be inspected without charge.

        Following the exchange offer, we have agreed that, whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, we will furnish to the trustee and the holders of notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, if we were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes our financial condition and results of operations and our consolidated subsidiaries and, with respect to the annual statements only, a report thereon by our independent auditor and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, we will file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, we have agreed that, for so long as any notes remain outstanding, we will furnish to the holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act.

        Upon effectiveness of the registration statement of which this prospectus is a part, we will become subject to the periodic reporting and to the informational requirements of the Exchange Act and will file information with the SEC, including annual, quarterly and special reports. You may read and copy any document we file with the SEC, including the registration statement of which this prospectus is a part, at the SEC's public reference room at the following address:

Public Reference Room
100 F. Street, N.E.
Room 1580
Washington, D.C. 20549

        Please call the SEC at 1-800-SEC-0330 for further information on the operations of the public reference rooms. Our SEC filings, including the registration statement of which this prospectus is a part, are also available at the SEC's web site at http://www.sec.gov.

        You can obtain a copy of any of our filings, at no cost, by writing to or telephoning us at the following address:

OnCure Holdings, Inc.
188 Inverness Drive West, Suite 650
Englewood, Colorado 80112
Attention: General Counsel

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        To ensure timely delivery, please make your request as soon as practicable and, in any event, no later than five business days prior to the expiration of the exchange offer.

        You may also obtain copies of these filings, at no cost, by accessing our website at http://www.oncure.com; however, the information found on our website is not considered part of this prospectus.

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INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

OnCure Holdings, Inc. and Subsidiaries

Consolidated Financial Statements

Consolidated Interim Financial Statements
	Consolidated Balance Sheets as of June 30, 2010 (unaudited) and December 31, 2009	F-2
	Consolidated Statements of Operations for the six months ended June 30, 2010 and 2009 (unaudited)	F-3
	Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009 (unaudited)	F-4
	Notes to Consolidated Financial Statements (unaudited)	F-5
Consolidated Annual Financial Statements
	Report of Independent Registered Public Accounting Firm	F-17
	Consolidated Balance Sheets as of December 31, 2009 and 2008	F-18
	Consolidated Statements of Operations for each of the years in the three-year period ended December 31, 2009	F-19
	Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended December 31, 2009	F-20
	Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2009	F-21
	Notes to Consolidated Financial Statements	F-22
Consolidated Financial Statements Acquired Company: ROA Associates, LLP
	Report of Independent Auditors	F-51
	Consolidated Balance Sheets ROA Associates, LLP as of June 30, 2008 and December 31, 2007	F-52
	Consolidated Statements of Operations ROA Associates, LLP for the six months ended June 30, 2008 and the twelve months ended December 31, 2007	F-53
	Consolidated Statements of Partners' Capital ROA Associates, LLP for the six months ended June 30, 2008 and the twelve months ended December 31, 2008	F-54
	Consolidated Statements of Cash Flows ROA Associates, LLP for the six months ended June 30, 2008 and the twelve months ended December 31, 2008	F-55
	Notes to Consolidated Financial Statements ROA Associates, LLP	F-56

F-1

OnCure Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Amounts)

		June 30 2010			December 31 2009
		(Unaudited)
Assets
Current assets:
	Cash	$	9,027		$	5,365
	Accounts receivable, less allowances of $681 and $640, respectively		19,014			21,151
	Deferred income taxes		1,063			1,063
	Prepaid expenses		2,647			3,183
	Other current assets		4,665			2,196
Total current assets			36,416			32,958
Property and equipment, net			38,155			41,959
Goodwill			174,353			174,353
Management service agreements, net			55,328			58,769
Other assets, net			13,315			8,535
Assets of discontinued operations			616			612
Total assets		$	318,183		$	317,186
Liabilities and stockholders' equity
Current liabilities:
	Accounts payable	$	3,713		$	3,172
	Accrued expenses		10,517			6,694
	Current portion of long-term debt		49			1,802
	Current portion of obligations under capital leases		1,701			1,681
	Other current liabilities		708			333
	Current liabilities of discontinued operations		129			133
Total current liabilities			16,817			13,815
Long-term debt, net of discount of $3,607 and $0, respectively, less current portion			206,393			194,860
Capital leases, less current portion			4,224			5,101
Other long-term liabilities			2,231			5,239
Deferred income tax liabilities			20,302			24,069
Total liabilities			249,967			243,084
Stockholders' equity:
	Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding		—			—
	Common stock, $0.001 par value, 50,000,000 shares authorized, 26,317,675 shares issued and outstanding, respectively		26			26
	Additional paid-in capital		96,117			95,735
	Accumulated deficit		(27,927	)		(21,659	)
Total stockholders' equity			68,216			74,102
Total liabilities and stockholders' equity		$	318,183		$	317,186

See accompanying notes.

F-2

OnCure Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations

(In Thousands)

(unaudited)

		Six Months Ended June 30,
		2010			2009
Net revenue		$	48,744		$	55,143
Cost of operations:
	Salaries and benefits		18,581			18,533
	Depreciation and amortization		9,262			9,447
	Management fees		750			750
	General and administrative expenses		17,574			14,375
Total operating expenses			46,167			43,105
Income from operations			2,577			12,038
Other income (expense):
	Interest expense		(9,466	)		(8,485	)
	Debt extinguishment costs		(2,932	)		—
	Loss on interest rate swap		(267	)		(285	)
	Equity interest in net earnings of joint venture		297			458
	Interest income and other expense, net		(244	)		(138	)
Total other expense			(12,612	)		(8,450	)
(Loss) income from continuing operations before income taxes			(10,035	)		3,588
Income tax benefit (expense)			3,767			(1,973	)
Net (loss) income		$	(6,268	)	$	1,615

See accompanying notes.

F-3

OnCure Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

(unaudited)

		Six Months Ended June 30,
		2010			2009
Operating activities
Net (loss) income		$	(6,268	)	$	1,615
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity in unconsolidated joint venture			(297	)		(458	)
Depreciation			5,866			6,042
Amortization			3,396			3,405
Amortization of loan fees and deferred interest expense			810			1,293
Debt extinguishment costs			2,932			—
Deferred income tax provision			(3,767	)		1,973
Stock-based compensation			382			539
Provision for doubtful accounts			1,163			1,046
Change in fair value of interest rate swap			(436	)		(882	)
Other, net			388			317
Changes in operating assets and liabilities:
Accounts receivable			973			(1,740	)
Prepaid expenses and other current assets			(1,933	)		(5,592	)
Other noncurrent assets			314			(13	)
Accounts payable and accrued expenses			4,363			(21	)
Other liabilities			(2,205	)		(210	)
Net cash provided by operating activities			5,681			7,314
Investing activities
Purchases of property and equipment			(2,333	)		(4,240	)
Distribution received from unconsolidated joint venture			358			591
Net cash used in investing activities			(1,975	)		(3,649	)
Financing activities
Proceeds from issuance of debt			206,348			—
Payment of debt issuance costs			(8,922	)		—
Principal repayments of debt			(196,612	)		(500	)
Principal repayments of capital leases			(858	)		(789	)
Net (repayments) draws on line of credit			—			(6,000	)
Net cash used in financing activities			(44	)		(7,289	)
Net increase (decrease) in cash			3,662			(3,624	)
Cash, beginning of period			5,365			9,346
Cash, end of period		$	9,027		$	5,722
Supplemental disclosure of cash flow information
Cash paid during the period for:
	Interest paid	$	5,869		$	8,546
	Income taxes paid, net		246			240

See accompanying notes.

F-4

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2010

1. Organization and Business Summary

        OnCure Holdings, Inc. and Subsidiaries (collectively, the "Company" or "OnCure") is a Delaware corporation formed in 2006 to acquire 100% of the issued and outstanding common stock of Oncure Medical Corp. (the Merger). OnCure is substantially owned by funds managed by Genstar Capital, LLC. The Company has 1,000,000 shares of authorized preferred stock of which none is issued or outstanding.

        OnCure is principally engaged in providing capital equipment and business management services to radiation oncology physician groups ("Groups") that treat patients at cancer centers ("Centers"). The Company owns the Centers' assets and provides services to the Groups through exclusive, long-term management services agreements. OnCure provides the Groups with oncology business management expertise and new technologies including radiation oncology equipment and related treatment software. Business services that OnCure provides to the Groups include non-physician clinical and administrative staff, operations management, purchasing, managed care contract negotiation assistance, reimbursement, billing and collecting, information technology, human resource and payroll, compliance, accounting, and treasury. Under the terms of the management services agreements, the Company is reimbursed for certain operating expenses of each Center and earns a monthly management fee from each Group that is primarily based on a predetermined percentage of each Group's earnings before interest, income taxes, depreciation, and amortization ("EBITDA"). The Company manages the radiation oncology business operations of six Groups in Florida, six Groups in California, one Group in Indiana for a fee that ranges from 50% to 60% of EBITDA; and one Group in California for a fee that is 74% of net revenue.

        The Company has evaluated subsequent events through August 16, 2010, the date the consolidated financial statements were available for issuance.

        These unaudited interim consolidated financial statements do not include all of the information or notes necessary for a complete presentation of financial statements in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and, accordingly should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes for the year ended December 31, 2009. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP and include all adjustments of a normal, recurring nature that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for an interim period are not necessarily indicative of the results of operations for a full fiscal year.

2. Net Revenue

        Net revenue is recorded at the amount earned by the Company under the management services agreements when services are rendered by the Groups. Services rendered by the respective Groups are billed by the Company, as the exclusive billing agent of the Groups, to patients, third-party payors, and others. As differences between the Groups' revenues and the expected payments are identified based on actual final settlements, an adjustment to the Groups' revenues is made as a change in estimate. As a result of these changes to the Groups' revenues and related EBITDA, the Company's net revenue increased by approximately $0.3 million for the six month period ended June 30, 2009, respectively. There was no similar change in the Company's net revenue for the six month period ended June 30, 2010. Amounts distributed to the Groups for their services under the terms of the management services

F-5

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

2. Net Revenue (Continued)

agreements totaled $13.1 million and $16.4 million for the six months ended June 30, 2010 and 2009, respectively. As of June 30, 2010 and December 31, 2009, amounts payable to the Groups for their services of $3.0 million and $2.9 million, respectively, were included in accrued expenses.

        The Groups derive a significant portion of revenue from amounts billed to Medicare, Medicaid (including Medi-Cal with respect to California), and other payors that receive discounts from the Groups' approved gross billing amount. As the Company is not a medical provider, all contracts are between the Groups and the responsible parties, but the negotiation of contract terms is one of the business services provided by the Company under its management services agreements. The Company must estimate the total amount of these discounts, which reduce revenue for both the Groups and the Company, to prepare its consolidated financial statements. The Medicare and Medicaid regulations and the various managed care contracts under which these discounts must be calculated are complex and subject to interpretation and adjustment. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management.

        During the six months ended June 30, 2010 and 2009, approximately 44% and 41%, respectively, of the Groups' revenues related to services rendered under the Medicare and Medicaid programs. In the ordinary course of business, the Company, as the Groups' billing agent, and the Groups are potentially subject to a review by regulatory agencies concerning the accuracy of billings and sufficiency of supporting documentation of procedures performed. Laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation.

        As a result, there is at least a reasonable possibility that estimates will change by a material amount in the near term.

        The Company has two management agreements that generated approximately 26% and 13% of revenue, respectively, for the six months ended June 30, 2010, and 22% and 12% of revenue, respectively, for the six months ended June 30, 2009.

3. Long-Term Debt

        As of June 30, 2010 and December 31, 2009, the Company's long-term debt consisted of the following (in thousands):

		June 30 2010			December 31 2009
Senior secured notes		$	210,000		$	—
Senior term loan			—			121,750
Subordinated debt			—			74,610
Note payable			49			302
			210,049			196,662
	Less unamortized discount		(3,607	)		—
	Less current portion of long-term debt		(49	)		(1,802	)
		$	206,393		$	194,860

F-6

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

3. Long-Term Debt (Continued)

        The principal terms of the agreements that governed the Company's outstanding indebtedness which was outstanding at December 31, 2009 and June 30, 2010 are summarized below:

11.75% Senior Secured Notes

        On May 13, 2010, the Company concluded an offering for $210.0 million of 11.75% Senior Secured Notes ("Senior Notes") which will mature on May 15, 2017. The offering of the Senior Secured Notes closed on May 13, 2010 with generated net proceeds to the Company of $206.3 million which was utilized to repay the outstanding balances of the Company's Senior term loan and Subordinated debt along with $8.9 million of expenses of the offering. The Senior Notes are secured by the assets of the Company and its subsidiaries and are guaranteed by the Company's subsidiaries. Prior to May 15, 2013, up to 35% of the Senior Notes are redeemable at the option of the Company with proceeds from an equity offering at a redemption price of 111.75%. On or after May 15, 2014, 2015 and 2016 the notes are redeemable at the option of the Company at redemption prices of 105.875%, 102.938% and 100.0%, respectively. The Company has agreed to file an exchange offer registration statement to enable the holders of the Senior Notes to exchange the unregistered Senior Notes for notes registered under the Securities Act of 1933 with substantially identical terms.

        The Senior Notes are governed by an indenture that contains certain restrictive covenants. These restrictions affect, and in many respects limit or prohibit, among other things, the ability of the Company and its subsidiaries to incur indebtedness, make prepayments of certain indebtedness, pay dividends, make investments, engage in transactions with stockholders and affiliates, issue capital stock of subsidiaries, create liens, sell assets, and engage in mergers and consolidations.

Revolving Credit Facility

        Concurrently with the closing of the offering of the Senior Notes, our direct wholly-owned subsidiary, Oncure Medical Corp. and each of its direct and indirect subsidiaries entered into a new senior secured revolving credit facility ("Revolving Credit Facility") with GE Capital Markets, Inc., as sole lead arranger and book manager, General Electric Capital Corporation, as administrative agent and collateral agent, and the other lenders from time to time party thereto.

        The new Revolving Credit Facility provided for aggregate commitments of up to $40.0 million, including a letter of credit sub-facility of $2.0 million and a swing line sub-facility of $2.0 million, and will provide for the increase, at the Company's option, of aggregate commitments by $10.0 million, subject to certain conditions. The Revolving Credit Facility bears interest at a rate of Prime plus 3.5% (6.75% at June 30, 2010) or LIBOR plus 4.5% (6.00% at June 30, 2010). The revolving line of credit is subject to an unused line fee of 0.75% to be paid quarterly. The new Revolving Credit Facility is undrawn as of June 30, 2010 and expires in May 2015. At June 30, 2010, there were no amounts outstanding under the facility.

        The credit agreement for the Revolving Credit Facility contains certain financial covenants that the Company and its subsidiaries must comply with if the Company draws on the Revolver.

F-7

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

3. Long-Term Debt (Continued)

Senior Term Loan

        Prior to May 13, 2010, the Company had a $155.0 million Second and Amended Restated Credit Agreement ("Credit Agreement") with GE Healthcare Financial Services ("GE"), as administrative agent and a member of the bank syndicate, which included an initial term loan of $80.0 million, a revolving line of credit of $25.0 million, and a delayed draw term loan of $50.0 million. The initial term loan had scheduled quarterly payments through the maturity date of June 30, 2012. The initial term loan bore interest at the Credit Agreement's reference base rate plus 2.00% or LIBOR plus 3.50%. At May 13, 2010 and December 31, 2009, interest rates were 3.81% and 3.75%, respectively. The balance of the initial term loan was $72.0 million at December 31, 2009. The balance was paid in full on May 13, 2010 in connection with the Senior Notes financing.

        The delayed draw term loan included within the Credit Agreement matured June 30, 2012, and had scheduled quarterly payments. The delayed draw term loan bore interest at the Credit Agreement's reference base rate plus 2.00% or LIBOR plus 3.50%. At May 13, 2010 and December 31, 2009, interest rates were 3.81% and 3.75%, respectively. The delayed draw term loan was subject to an unused line fee of 0.75% to be paid monthly. The balance of the delayed draw term loan was $49.8 million at December 31, 2009. The balance was paid in full on May 13, 2010 in connection with the Senior Notes financing.

        The revolving line of credit included within the Credit Agreement matured on August 18, 2011. The revolving line of credit bore interest at the Credit Agreement's reference base rate plus 1.75% or LIBOR plus 3.25%. At May 13, 2010, the interest rate was 5.0%. The revolving line of credit was subject to an unused line fee of 0.50% to be paid monthly. Borrowings against the line were subject to limitations based on certain financial ratios. The maximum borrowing limit based on these ratios was $25.0 million at May 13, 2010 and December 31, 2009. There were no balances outstanding at December 31, 2009 and the revolving line of credit was terminated in connection with the new Revolving Credit Facility.

Subordinated Debt

        The Company had an $80.0 million Note Purchase Agreement with CDPQ Investments (U.S.), Inc. and ARES Capital Corporation, who are stockholders of the Company, (ARES along with CDPQ are collectively referred to as the "Note Parties"). The Note Purchase Agreement included an initial note of $53.0 million and additional notes (the "Subordinated Delayed Draw") for up to $27.0 million. The initial note and Subordinated Delayed Draw were uncollateralized. The initial note matured August 18, 2013, with principal paid at maturity. The ability to draw additional amounts under the Subordinated Delayed Draw expired in August 2009. The initial note bore interest at 12.5%, 11% of which was due quarterly and 1.5% was deferred and allocated to the principal of the note balance. The balance of the initial note was $55.7 million at December 31, 2009, which included $2.7 million in deferred interest that was allocated to principal. The balance was paid in full on May 13, 2010 in connection with the Senior Notes financing.

        The Subordinated Delayed Draw also matured on August 18, 2013, and bore interest at the same rate as the initial note. The Subordinated Delayed Draw was subject to an unused line fee of 0.5% to be paid monthly. As of December 31, 2009, approximately $18.9 million was outstanding, which

F-8

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

3. Long-Term Debt (Continued)

included deferred interest of $0.6 million as of December 31, 2009 in deferred interest that was allocated to principal. The balance was paid in full on May 13, 2010 in connection with the Senior Notes financing.

        As of June 30, 2010, no events of default have occurred with respect to any of the Company's debt agreements.

Loan Fees

        As of June 30, 2010 and December 31, 2009, the remaining unamortized balance of deferred loan fees was $8.7 million and $3.8 million, respectively. In connection with the refinancing, deferred loan fees of $2.9 million related to the retired indebtedness were expensed as interest expense in the consolidated statements of operations during the three months ended June 30, 2010. The Company recorded $8.9 million of deferred debt issuance costs as a result of the issuance of the Senior Secured Notes and Revolving Credit Facility, which will be amortized to interest expense over the term of the respective debt arrangements.

Interest Rate Swap

        The Company had an interest rate swap agreement related to its initial Senior Term Loan with GE. The effect of this agreement was to fix the interest rate exposure to the Company's initial term loan under the Senior Term Loan to 5.18% plus the margin on the term loan.

        At December 31, 2009, the fair value of the Company's interest rate swap was a liability of $3.0 million, which is included in other long-term liabilities in the accompanying consolidated balance sheets. The swap agreement was cancelled in connection with the refinancing in May 2010 resulting in a settlement payment of $2.6 million.

4. Capital Leases

        The Company is the lessee to several lease agreements to purchase software and medical equipment. Interest rates on the leases range from 8.01% to 8.80%. The leases require monthly principal and interest payments and mature in 2010 through 2014. The leases are collateralized by the equipment leased.

	June 30 2010			December 31 2009
	(In Thousands)
Minimum lease payable	$	6,916		$	8,044
Less interest		(991	)		(1,262	)
Present value of minimum lease payments		5,925			6,782
Less current portion		(1,701	)		(1,681	)
	$	4,224		$	5,101

F-9

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

5. Unconsolidated Joint Venture

        The condensed financial position and results of operations of the unconsolidated joint venture are as follows (in thousands):

	Six Months ended June 30,
	2010		2009
Net revenues	$	2,208	$	3,339
Expenses		994		1,407
Net income	$	1,214	$	1,932

        A summary of the changes in the equity investment in the unconsolidated joint venture is as follows (in thousands):

Balance at December 31, 2009		$	3,953
	Distributions from joint venture		(358	)
	Equity interest in net earnings of joint venture		297
Balance at June 30, 2010		$	3,892

6. Related-Party Transactions

Transactions with the Chairman of the Board

        The Company has a management services agreement with the Integrated Community Oncology Network, LLC ("ICON"). The Chairman of the Company's Board of Directors is a manager of and equity holder in ICON and a beneficial owner of the Company. Under these agreements, ICON retained $1.1 million and $1.5 million for the six months ended June 30, 2010 and 2009, respectively.

        The Company leases three radiation treatment centers in Florida from entities affiliated with the Chairman of the Board. The Company recorded rent expense related to these centers of approximately $0.3 million and $0.3 million for each of the six months periods ended June 30, 2010 and 2009, respectively.

        The Company has a management services agreement to provide management and administrative services to Cyclotron Center of Northeast Florida, LLC ("Cyclotron") and PET/CT Center of North Florida, LLC ("PET/CT Center") which own, operate, and supply mobile PET/CT units in the same market. The Chairman of the Board has an ownership interest in these companies. The Company recognized revenue associated with this management services agreement of approximately $0.3 million and $0.2 million for the six months ended June 30, 2010 and 2009, respectively. The Company has accounts receivable due under the management services agreement of $0.2 million and $0.3 million at June 30, 2010 and December 31, 2009, respectively.

        The Company also provides a payroll processing service for PET/CT Center and Cyclotron. The Company recorded receivables for reimbursement of these services of $0.6 million and $0.4 million at June 30, 2010 and December 31, 2009.

F-10

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

6. Related-Party Transactions (Continued)

        The Company owns a 24.5% interest in Memorial Southside Cancer Center, LLC as does an entity in which the Chairman of the Company's Board of Directors has an ownership interest that also holds a 24.5% interest. The Company records its ownership interest under the equity method of investment in an unconsolidated joint venture as described in Note 5.

Transactions with Other Related Parties

        The Company has also agreed to pay an annual sponsor fee to Genstar Capital, LLC, the beneficial owner of common stock of the Company. The Company paid $0.8 million and $0.8 million for the each of the six months periods ended June 30, 2010 and 2009, respectively, which are included in general and administrative expenses in the accompanying consolidated statements of operations.

        The Company has a management services agreement with Coastal Radiation Oncology Medical Group, Inc. ("Coastal"). Dr. Stella, one of the members of the Company's Board of Directors, is a shareholder of Coastal and also serves as its President. Under this management services agreement, Coastal retained $3.7 million and $3.7 million for each of the six months periods ended June 30, 2010 and 2009, respectively..

        The Company leases four radiation oncology treatment centers from entities affiliated with Dr. Stella and leases one facility used for administrative offices and physics services from an entity affiliated with Dr. Stella. The Company recorded rent expense related to these leases of approximately $0.7 million for each of the six months ended June 30, 2010 and 2009.

F-11

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

7. Guarantors of Debt

        OnCure Holdings, Inc. is the borrower under the Senior Secured Notes, which includes a full, unconditional and joint and several guarantees by the Company's wholly-owned subsidiaries. All of the operating income and cash flow of OnCure Holdings, Inc. is generated by its subsidiaries. As a result, funds necessary to meet the debt service obligations under the senior secured notes are provided by the distributions or advances from the subsidiary companies. Entries necessary to consolidate all of the subsidiary companies are reflected in the Eliminations/Adjustments column. The condensed consolidating financial statements for OnCure Holdings, Inc., the guarantors and the non-guarantors are as follows:

Consolidating Balance Sheets
For the Six Months Ended June 30, 2010
(In Thousands, Except Share and Per Share Amounts)

		Issuer OnCure Holdings, Inc.		Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations/ Adjustments			Total
Assets
Current assets:
	Cash	$	—	$	9,027		$	—		$	—		$	9,027
	Accounts receivable, less allowances of $681		—		19,014			—			—			19,014
	Deferred income taxes		—		1,063			—			—			1,063
	Other current assets and prepaid expenses		—		7,312			—			—			7,312
Total current assets			—		36,416			—			—			36,416
Property and equipment, net			—		38,155			—			—			38,155
Goodwill			—		174,353			—			—			174,353
Intangibles and other assets			—		68,643			—			—			68,643
Intercompany receivable			206,444		(206,084	)		(360	)		—			—
Investment in subsidiaries			71,349		127			—			(71,476	)		—
Assets of discontinued operations			—		—			616			—			616
Total assets		$	277,793	$	111,610		$	256		$	(71,476	)	$	318,183
Liabilities and stockholders' equity
Current liabilities:
	Accounts payable and accrued expenses	$	3,184	$	11,046		$	—		$	—		$	14,230
	Current portion of long-term debt and capital leases		—		1,750			—			—			1,750
	Other current liabilities		—		708			—			—			708
	Current liabilities of discontinued operations		—		—			129			—			129
Total current liabilities			3,184		13,504			129			—			16,817
Long-term debt, net of discount of $3,607, less current portion			206,393		—			—			—			206,393
Capital leases, less current portion			—		4,224			—			—			4,224
Other long-term liabilities			—		2,231			—			—			2,231
Deferred income tax liabilities			—		20,302			—			—			20,302
Total liabilities			209,577		40,261			129			—			249,967
Stockholders' equity (deficit)			68,216		71,349			127			(71,476	)		68,216
Total liabilities and stockholders' equity (deficit)		$	277,793	$	111,610		$	256		$	(71,476	)	$	318,183

F-12

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

7. Guarantors of Debt (Continued)

Consolidating Balance Sheets
For the Twelve Months Ended December 31, 2009
(In Thousands, Except Share and Per Share Amounts)

		Issuer OnCure Holdings, Inc.		Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations/ Adjustments			Total
Assets
Current assets:
	Cash	$	—	$	5,365	$	—		$	—		$	5,365
	Accounts receivable, less allowances of $640		—		21,151		—			—			21,151
	Deferred income taxes		—		1,063		—			—			1,063
	Other current assets and prepaid expenses		—		5,379		—			—			5,379
Total current assets			—		32,958		—			—			32,958
Property and equipment, net			—		41,959		—			—			41,959
Goodwill			—		174,353		—			—			174,353
Intangibles and other assets			—		67,304		—			—			67,304
Intercompany receivable			51		300		(351	)		—			—
Investment in subsidiaries			74,051		128		—			(74,179	)		—
Assets of discontinued operations			—		—		612			—			612
Total assets		$	74,102	$	317,002	$	261		$	(74,179	)	$	317,186
Liabilities and stockholders' equity
Current liabilities:
	Accounts payable and accrued expenses	$	—	$	9,866	$	—		$	—		$	9,866
	Current portion of long-term debt and capital leases		—		3,483		—			—			3,483
	Other current liabilities		—		333		—			—			333
	Current liabilities of discontinued operations		—		—		133			—			133
Total current liabilities			—		13,682		133			—			13,815
Long-term debt, less current portion			—		194,860		—			—			194,860
Capital leases, less current portion			—		5,101		—			—			5,101
Other long-term liabilities			—		5,239		—			—			5,239
Deferred income tax liabilities			—		24,069		—			—			24,069
Total liabilities			—		242,951		133			—			243,084
Stockholders' equity (deficit)			74,102		74,051		128			(74,179	)		74,102
Total liabilities and stockholders' equity (deficit)		$	74,102	$	317,002	$	261		$	(74,179	)	$	317,186

F-13

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

7. Guarantors of Debt (Continued)

Consolidating Statement of Operations
For the Six Months Ended June 30, 2010
(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments		Total
Net revenue	$	—		$	48,744		$	—	$	—	$	48,744
Total operating expenses		—			46,167			—		—		46,167
Income (loss) from operations		—			2,577			—		—		2,577
Total other expense, net		(3,184	)		(9,428	)		—		—		(12,612	)
Loss from continuing operations before income taxes		(3,184	)		(6,851	)		—		—		(10,035	)
Income tax benefit		—			3,767			—		—		3,767
Income (loss) before equity in earnings of unconsolidated subsidiaries		(3,184	)		(3,084	)		—		—		(6,268	)
Equity in losses of unconsolidated subsidiaries		(3,084	)		—			—		3,084		—
Net (loss) income	$	(6,268	)	$	(3,084	)	$	—	$	3,084	$	(6,268	)

Consolidating Statement of Operations
For the Six Months Ended June 30, 2009
(In Thousands)

	Issuer OnCure Holdings, Inc.		Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Net revenue	$	—	$	55,143		$	—	$	—		$	55,143
Total operating expenses		—		43,105			—		—			43,105
Income (loss) from operations		—		12,038			—		—			12,038
Total other expense, net		—		(8,450	)		—		—			(8,450	)
(Loss) income from continuing operations before income taxes		—		3,588			—		—			3,588
Income tax expense		—		(1,973	)		—		—			(1,973	)
(Loss) income before equity in earnings of unconsolidated subsidiaries		—		1,615			—		—			1,615
Equity in earnings of unconsolidated subsidiaries		1,615		—			—		(1,615	)		—
Net income (loss)	$	1,615	$	1,615		$	—	$	(1,615	)	$	1,615

F-14

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

7. Guarantors of Debt (Continued)

Consolidating Statements of Cash Flow
For the Six Months Ended June 30, 2010
(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Operating activities
Net (loss) income	$	(6,268	)	$	(3,084	)	$	—	$	3,084		$	(6,268	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity in unconsolidated joint venture		—			(297	)		—		—			(297	)
Depreciation and amortization		—			9,262			—		—			9,262
Debt extinguishment costs		—			2,932			—		—			2,932
Deferred income tax provision		—			(3,767	)		—		—			(3,767	)
Other, net		—			2,307			—		—			2,307
Changes in operating assets and liabilities		6,268			(1,672	)		—		(3,084	)		1,512
Net cash provided by operating activities		—			5,681			—		—			5,681
Investing activities
Purchases of property and equipment		—			(2,333	)		—		—			(2,333	)
Distribution received from unconsolidated joint venture		—			358			—		—			358
Net cash used in investing activities		—			(1,975	)		—		—			(1,975	)
Financing activities
Proceeds from issuance of debt		—			206,348			—		—			206,348
Payment of debt issuance costs		—			(8,922	)		—		—			(8,922	)
Principal repayments of debt		—			(196,612	)		—		—			(196,612	)
Principal repayments of capital leases		—			(858	)		—		—			(858	)
Net cash used in financing activities		—			(44	)		—		—			(44	)
Net increase in cash		—			3,662			—		—			3,662
Cash, beginning of period		—			5,365			—		—			5,365
Cash, end of period	$	—		$	9,027		$	—	$	—		$	9,027

F-15

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

7. Guarantors of Debt (Continued)

Consolidating Statements of Cash Flow
For the Six Months Ended June 30, 2009
(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Operating activities
Net income (loss)	$	1,615		$	1,615		$	—	$	(1,615	)	$	1,615
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity in unconsolidated joint venture		—			(458	)		—		—			(458	)
Depreciation and amortization		—			9,447			—		—			9,447
Deferred income tax provision		—			1,973			—		—			1,973
Other, net		—			2,313			—		—			2,313
Changes in operating assets and liabilities		(1,615	)		(7,576	)		—		1,615			(7,576	)
Net cash provided by operating activities		—			7,314			—		—			7,314
Investing activities
Purchases of property and equipment		—			(4,240	)		—		—			(4,240	)
Distribution received from unconsolidated joint venture		—			591			—		—			591
Net cash used in investing activities		—			(3,649	)		—		—			(3,649	)
Financing activities
Principal repayments of debt		—			(500	)		—		—			(500	)
Principal repayments of capital leases		—			(789	)		—		—			(789	)
Net (repayments) draws on line of credit		—			(6,000	)		—		—			(6,000	)
Net cash used in financing activities		—			(7,289	)		—		—			(7,289	)
Net decrease in cash		—			(3,624	)		—		—			(3,624	)
Cash, beginning of period		—			9,346			—		—			9,346
Cash, end of period	$	—		$	5,722		$	—	$	—		$	5,722

F-16

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
OnCure Holdings, Inc.

        We have audited the accompanying consolidated balance sheets of OnCure Holdings, Inc. and Subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders' equity, and cash flows each of the years in the three year period ended December 31, 2009. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2009 and 2008, and the consolidated results of its operations and cash flows each of the years in the three year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Denver, Colorado
March 18, 2010, Except for Note 15 as to which the date is
October 21, 2010

F-17

OnCure Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Amounts)

		December 31
		2009			2008
Assets
Current assets:
	Cash	$	5,365		$	9,346
	Accounts receivable, less allowances of $640 and $555, respectively		21,151			20,696
	Deferred income taxes		1,063			1,717
	Prepaid expenses		3,183			1,450
	Other current assets		2,196			617
Total current assets			32,958			33,826
Property and equipment, net			41,959			46,953
Goodwill			174,353			174,351
Management service agreements, net			58,769			65,690
Other assets, net			8,535			10,567
Assets of discontinued operations			612			638
Total assets		$	317,186		$	332,025
Liabilities and stockholders' equity
Current liabilities:
	Accounts payable	$	3,172		$	2,848
	Accrued expenses		6,694			9,675
	Current portion of long-term debt		1,802			1,250
	Current portion of obligations under capital leases		1,681			1,572
	Other current liabilities		333			478
	Current liabilities of discontinued operations		133			72
Total current liabilities			13,815			15,895
Long-term debt, less current portion			194,860			207,224
Capital leases, less current portion			5,101			6,737
Other long-term liabilities			5,239			6,883
Deferred income tax liabilities			24,069			23,566
Total liabilities			243,084			260,305
Stockholders' equity:
	Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding		—			—
	Common stock, $0.001 par value, 50,000,000 shares authorized, 26,317,675 and 26,294,035 shares issued and outstanding, respectively		26			26
	Additional paid-in capital		95,735			94,708
	Accumulated deficit		(21,659	)		(23,014	)
Total stockholders' equity			74,102			71,720
Total liabilities and stockholders' equity		$	317,186		$	332,025

See accompanying notes.

F-18

OnCure Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations

(In Thousands)

		Year Ended December 31
		2009			2008			2007
Net revenue		$	106,757		$	108,684		$	85,718
Cost of operations:
	Salaries and benefits		35,738			37,933			33,533
	Depreciation and amortization		18,718			18,110			15,662
	Management fees		1,500			1,500			1,500
	General and administrative expenses		30,638			38,196			27,634
Total operating expenses			86,594			95,739			78,329
Income from operations			20,163			12,945			7,389
Other income (expense):
	Interest expense		(16,726	)		(18,258	)		(17,486	)
	Loss on interest rate swap		(916	)		(3,372	)		(1,860	)
	Equity interest in net earnings of joint venture		738			1,144			959
	Interest and other (expense) income, net		(250	)		200			(52	)
Total other expense			(17,154	)		(20,286	)		(18,439	)
Income (loss) from continuing operations before income taxes			3,009			(7,341	)		(11,050	)
Income tax (expense) benefit			(1,654	)		2,990			3,920
Income (loss) from continuing operations			1,355			(4,351	)		(7,130	)
Discontinued operations, net of tax:
	Impairment loss resulting from discontinued operations		—			(4,065	)		—
	Income from discontinued operations		—			29			155
Net income (loss)		$	1,355		$	(8,387	)	$	(6,975	)

See accompanying notes.

F-19

OnCure Holdings, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

(In Thousands, Except Share Amounts)

		Preferred Stock					Common Stock
											Additional Paid-In Capital			Accumulated Deficit			Total Stockholders' Equity
		Shares			Amount		Shares		Amount
Balance at January 1, 2007			90,240		$	—		25,974,370	$	26	$	93,612		$	(7,633	)	$	86,005
	Redemption of preferred stock		(90,240	)		—		—		—		(316	)		—			(316	)
	Issuance of common stock		—			—		147,500		—		241			—			241
	Stock-based compensation		—			—		—		—		255			—			255
	Preferred stock dividend		—			—		—		—		—			(19	)		(19	)
	Net loss		—			—		—		—		—			(6,975	)		(6,975	)
Balance at December 31, 2007			—			—		26,121,870		26		93,792			(14,627	)		79,191
	Issuance of common stock		—			—		172,165		—		112			—			112
	Stock-based compensation		—			—		—		—		804			—			804
	Net income and comprehensive income		—			—		—		—		—			(8,387	)		(8,387	)
Balance at December 31, 2008			—			—		26,294,035		26		94,708			(23,014	)		71,720
	Issuance of common stock		—			—		23,640		—		83			—			83
	Stock-based compensation		—			—		—		—		944			—			944
	Net income and comprehensive income		—			—		—		—		—			1,355			1,355
Balance at December 31, 2009			—		$	—		26,317,675	$	26	$	95,735		$	(21,659	)	$	74,102

See accompanying notes.

F-20

OnCure Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

		Year Ended December 31
		2009			2008			2007
Operating activities
Net income (loss)		$	1,355		$	(8,387	)	$	(6,975	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in unconsolidated joint venture			(738	)		(1,144	)		(959	)
Depreciation			11,917			11,347			9,099
Amortization			6,801			6,763			6,563
Amortization of loan fees and deferred interest expense			2,588			2,462			2,149
Impairment loss resulting from discontinued operations			—			4,065			—
Deferred income tax provision			1,290			(3,374	)		(3,929	)
Stock-based compensation			944			804			255
Provision for doubtful accounts			2,148			1,886			1,276
Change in fair value of interest rate swap			(1,669	)		2,305			1,954
Other, net			575			430			468
Changes in operating assets and liabilities:
Accounts receivable			(2,603	)		(8,600	)		(514	)
Prepaid expenses and other current assets			(2,888	)		383			(921	)
Other noncurrent assets			(28	)		715			(804	)
Accounts payable and accrued expenses			(2,783	)		3,089			(718	)
Other current liabilities			(145	)		(2,075	)		2,810
Other long-term liabilities			21			(425	)		2,082
Cash flow from discontinued operations			88			476			(274	)
Net cash provided by operating activities			16,873			10,720			11,562
Investing activities
Purchases of property and equipment			(7,177	)		(14,190	)		(8,064	)
Acquisition of radiation centers			(2	)		(46,498	)		(21,131	)
Proceeds from the sale of equity interest in joint venture			—			—			3,303
Distribution received from unconsolidated joint venture			1,205			1,434			426
Contribution of capital to joint venture entities			—			—			(972	)
Net cash used in investing activities			(5,974	)		(59,254	)		(26,438	)
Financing activities
Proceeds from issuance of debt			—			47,180			21,100
Principal repayments of debt			(1,373	)		(1,042	)		(3,924	)
Principal repayments of capital leases			(1,590	)		(1,377	)		(598	)
Net (repayments) draws on line of credit			(12,000	)		12,000			—
Proceeds from issuance of common stock			—			—			35
Redemption of preferred stock			—			—			(316	)
Proceeds from exercise of stock options			83			112			206
Noncontrolling interest in partnership distributions			—			—			(357	)
Distributions to stockholders			—			—			(19	)
Distributions for contingent liability earn out			—			—			(948	)
Net cash (used in) provided by financing activities			(14,880	)		56,873			15,179
Net (decrease) increase in cash			(3,981	)		8,339			303
Cash, beginning of year			9,346			1,007			704
Cash, end of year		$	5,365		$	9,346		$	1,007
Supplemental disclosure of cash flow information
Cash paid during the period for:
	Interest paid	$	18,337		$	16,826		$	14,997
	Income taxes paid, net		384			13			13
Supplemental disclosure of noncash transactions
Fixed assets purchased through capital leases		$	—		$	—		$	6,425

See accompanying notes.

F-21

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2009

1. Organization and Business Summary

        OnCure Holdings, Inc. and Subsidiaries (collectively, the Company or OnCure) is a Delaware corporation formed in 2006 to acquire 100% of the issued and outstanding common stock of Oncure Medical Corp. (the Merger). OnCure is substantially owned by funds managed by Genstar Capital, LLC. The Company has 1,000,000 shares of authorized preferred stock of which none is issued or outstanding.

        OnCure is principally engaged in providing capital equipment and business management services to radiation oncology physician groups (Groups) that treat patients at cancer centers (Centers). The Company owns the Centers' assets and provides services to the Groups through exclusive, long-term management services agreements. OnCure provides the Groups with oncology business management expertise and new technologies including radiation oncology equipment and related treatment software. Business services that OnCure provides to the Groups include non-physician clinical and administrative staff, operations management, purchasing, managed care contract negotiation assistance, reimbursement, billing and collecting, information technology, human resource and payroll, compliance, accounting, and treasury. Under the terms of the management service agreements, the Company is reimbursed for certain operating expenses of each Center and earns a monthly management fee from each Group that is primarily based on a predetermined percentage of each Group's earnings before interest, income taxes, depreciation, and amortization (EBITDA). The Company manages the radiation oncology business operations of six Groups in Florida, seven Groups in California, and one Group in Indiana for a fee that ranges from 50% to 60% of EBITDA.

        The Company has evaluated subsequent events through March 18, 2010, the date the consolidated financial statements were available for issuance.

2. Significant Accounting Policies

Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company consolidates variable interest entities if the Company is the primary beneficiary of the activities of those entities. The Company has determined that none of its existing management services agreements with its Groups meet the requirements for consolidation under U.S. generally accepted accounting principles. Specifically, the Company does not have an equity ownership interest in any of the Groups. Furthermore, the Company's service agreements specifically do not give the Company "control" of the Groups as the Company does not have exclusive authority over decision making and the Company does not have a financial interest in the Groups. All significant intercompany accounts and transactions have been eliminated.

Reclassifications

        Certain previously reported financial information has been reclassified to conform to the current presentation. Such reclassifications did not materially affect the Company's consolidated financial condition, net loss, or cash flows as previously reported.

F-22

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

2. Significant Accounting Policies (Continued)

Use of Estimates

        The preparation of the Company's consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as disclosures at the date of the consolidated financial statements.

        Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Consequently, actual results may differ from those estimated amounts used in the preparation of the consolidated financial statements.

Net Revenue

        Net revenue is recorded at the amount earned by the Company under the management services agreements when services are rendered by the Groups. Services rendered by the respective Groups are billed by the Company, as the exclusive billing agent of the Groups, to patients, third-party payors, and others. As differences between the Groups' revenues and the expected payments are identified based on actual final settlements, an adjustment to the Groups' revenues is made as a change in estimate. As a result of these changes to the Groups' revenues and related EBITDA, the Company's net revenue increased by approximately $0.2 million, $1.8 million and $1.2 million for the years ended December 31, 2009, 2008 and 2007, respectively. Amounts distributed to the Groups for their services under the terms of the management services agreements totaled $30.4 million, $31.1 million and $24.8 million for the years ended December 31, 2009, 2008 and 2007, respectively. As of December 31, 2009 and 2008, amounts payable to the Groups for their services of $2.9 million and $2.7 million, respectively, were included in accrued expenses.

        The Groups derive a significant portion of revenue from amounts billed to Medicare, Medicaid, and other payors that receive discounts from the Groups' approved gross billing amount. As the Company is not a medical provider, all contracts are between the Group and the responsible parties, but the negotiation of contract terms is one of the business services provided by the Company under its management services agreements. The Company must estimate the total amount of these discounts, which reduce revenue for both the Groups and the Company, to prepare its consolidated financial statements. The Medicare and Medicaid regulations and various managed care contracts under which these discounts must be calculated are complex and subject to interpretation and adjustment. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management.

        During 2009, 2008 and 2007, approximately 44%, 46% and 50%, respectively, of the Groups' revenues related to services rendered under the Medicare and Medicaid programs. In the ordinary course of business, the Company, as the Group's billing agent, and the Groups are potentially subject

F-23

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

2. Significant Accounting Policies (Continued)

to a review by regulatory agencies concerning the accuracy of billings and sufficiency of supporting documentation of procedures performed. Laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that estimates will change by a material amount in the near term.

        The Company has two management agreements that generated approximately 23% and 13% of revenue, respectively, for the year ended December 31, 2009, 24% and 14% of revenue, respectively, for the year ended December 31, 2008, and 26% and 16% of revenue, respectively, for the year ended December 31, 2007.

Cash and Cash Equivalents

        The Company considers all highly liquid securities with original maturities of three months or less to be cash equivalents.

Accounts Receivable, Net

        Accounts receivable are assigned by the Groups to the Company and are reported net of estimated allowances for doubtful accounts and contractual adjustments.

        Reimbursements relating to health care accounts receivable, particularly governmental receivables, are complex, change frequently, and could, in the future, adversely impact the Company's ability to collect accounts receivable and the accuracy of estimates.

        Accounts receivables are estimated at their net realizable value, which in management's judgment is the amount that the Company expects to collect, taking into account contractual agreements that reduce gross fees billed and allowances for doubtful accounts that may otherwise be uncollectible. Accounts receivable are uncollateralized and primarily consist of amounts due from third-party payors and patients. If the Company determines that accounts are uncollectible, the management services agreements require the Group to reimburse the Company for the additional uncollectible amount. Such reimbursement reduces the Group's earnings for the applicable period. Because the Company's management fees are primarily based upon the Group's earnings, this adjustment would also reduce the Company's management fees.

        The amount of the allowance for doubtful accounts is based upon management's assessment of historical and expected net collections, business and economic conditions, trends in federal and state government health care coverage, and other collection indicators. The primary tool used in management's assessment is a monthly, detailed review of historical collections and write-offs of accounts receivable. The results of the detailed review of historical collections and write-off experience, adjusted for changes in trends and conditions, are used to evaluate the allowance amount for the current period. Accounts receivable are written-off after collection efforts have been followed in accordance with the Company's policies.

F-24

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

2. Significant Accounting Policies (Continued)

        A summary of the activity in the allowance for doubtful accounts is as follows (in thousands):

	Year Ended December 31
	2009			2008
Balance, beginning of year	$	555		$	161
Additions charged to provision for bad debts		2,148			1,886
Accounts receivable written-off (net of recoveries)		(2,063	)		(1,492	)
Balance, end of year	$	640		$	555

Property and Equipment

        Property and equipment are recorded at cost. Depreciation and amortization of property and equipment is provided using the straight-line method over their estimated useful lives. Leasehold improvements are amortized over the lesser of the estimated useful life of the improvement or the life of the lease. Amortization of assets under capital lease obligations is included in depreciation and amortization in the accompanying consolidated statements of operations.

        Major asset classifications and useful lives are as follows:

Buildings	7 years
Clinical medical equipment	5 - 10 years
Office, computer, and telephone equipment	2 - 10 years

        Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated.

Management Services Agreements, Net

        Management services agreements represent the intangible assets that were purchased in the Merger. In connection with the Merger, existing services agreements were recorded at their estimated fair values based upon an independent valuation. The agreements are noncancelable except for performance defaults that are subject to various notice and cure periods.

        The Company amortizes the management services agreement intangible assets on a straight-line basis over the term of each agreement, including one renewal option period, which range from 4 to 24 years (see Note 4).

Long-Lived Assets

        Property and equipment that is intended to be held and used by the Company and management services agreement intangible assets are reviewed to determine whether any events or changes in circumstances indicate the carrying amounts of the assets may not be recoverable. If factors exist that indicate the carrying amounts of the assets may not be recoverable from estimated future cash flows, the Company determines whether an impairment has occurred through the use of an undiscounted cash

F-25

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

2. Significant Accounting Policies (Continued)

flow analysis and, if necessary, would recognize a loss for the difference between the carrying amounts and the fair values of the assets. Impairment analysis is subjective and assumptions regarding future growth rates and operating expense levels can have a significant impact on the expected future cash flows and impairment analysis.

        The Company recorded an impairment loss from discontinued operations in its consolidated statement of operations for the year ended December 31, 2008 (see Note 5).

        The Company has determined that there have been no other events or changes in circumstances to indicate the carrying amount of the assets may not be recoverable, thus no other impairment was recorded.

Goodwill

        The Company tests for the impairment of goodwill on at least an annual basis, or whenever events or changes in circumstances indicate its carrying value might not be recoverable. The provisions require that a two-step impairment test be performed on goodwill. In the first step, the fair value of the Company is compared to the carrying value of the net assets. Fair value is estimated using discounted cash flows and other market-related valuation models. If the fair value of the Company exceeds the carrying value of the net assets, goodwill is considered not to be impaired and the Company is not required to perform further testing.

        If the carrying value of the net assets exceeds the fair value of the Company, then the Company must perform the second step of the impairment test in order to determine the implied fair value of the Company's goodwill. If the carrying value of the goodwill exceeds its implied fair value, the Company would record an impairment loss equal to the difference.

        The Company recorded a goodwill impairment loss from discontinued operations in its consolidated statement of operations for the year ended December 31, 2008 (see Note 5).

        No other goodwill impairment loss was recognized for the years ended December 31, 2009, 2008 or 2007.

Purchase Price Allocation

        The purchase price allocation for acquisitions requires use of accounting estimates and judgments to allocate the purchase price to the identifiable tangible assets acquired and liabilities assumed based on their respective fair values. Such fair value estimates, which consider market participant assumptions, include, but are not limited to, estimating future cash flows and developing appropriate discount rates. The operating results of acquired entities are included in the Company's consolidated statements of operations from the date of acquisition.

Other Assets, Net

        Other assets consist primarily of deferred debt financing costs, which are capitalized and amortized to interest expense over the terms of the related debt agreements, and investments in unconsolidated subsidiaries.

F-26

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

2. Significant Accounting Policies (Continued)

Income Taxes

        The income tax benefit represents the estimated current and deferred federal and state income taxes. Deferred taxes arise primarily from the recognition of revenues and expenses in different periods for income tax and financial reporting purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The impact of a tax position is recognized when it is more than likely than not to be sustained on audit. The benefit recognized is the largest amount that is more likely than not to be sustained. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount more likely than not to be realized.

Stock-Based Compensation

        The Company recognizes compensation expense in its consolidated statements of operations for all share-based payment awards to employees and directors. The fair value of share-based payment awards is estimated at the grant date using an option pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period, which is generally the vesting period.

        The Company adopted the "simplified method" to determine the expected term for "plain vanilla" options in its Black-Scholes-Merton option pricing model. The "simplified method" states that the expected term is equal to the average of the vesting term plus the contract term of the option.

        The Company uses the Black-Scholes-Merton option pricing model to estimate the fair value of share-based awards and recognizes share-based compensation costs over the vesting period using the straight-line single option method. Because the Company does not have publicly traded equity, the Company has developed a volatility assumption to be used for option valuation based upon an index of publicly traded peer companies. In selecting comparable companies, the Company looked at several factors including industry and size in terms of market capitalization.

        The Company bases the risk-free interest rate on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with equivalent remaining terms.

        Share-based compensation is recognized only for those awards that are ultimately expected to vest. The Company records compensation expense, net of estimated forfeitures, and revise those estimates in subsequent periods if actual forfeitures differ from those estimates.

Fair Value of Financial Instruments

        The Company's receivables, payables, prepaids, and accrued liabilities are current assets and obligations on normal terms and, accordingly, the recorded values are believed by management to approximate fair value due to the short-term maturity of these instruments. The carrying value of the Company's long-term debt approximates fair value due to the variable interest rate.

F-27

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

2. Significant Accounting Policies (Continued)

Interest Rate Swap Agreements

        The Company entered into an interest rate swap agreement to reduce the impact of changes in interest rates on its floating-rate Credit Agreement (see Note 6). The interest rate swap agreement is a contract to exchange floating-rate interest payments for fixed-interest payments over the life of the agreements without the exchange of the underlying notional amounts. The notional amount of the interest rate swap agreement is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. The Company's interest rate swap agreement was not designated for and did not qualify for hedge accounting. Therefore, any differential paid or received on the interest rate swap agreement is recognized as gain (loss) on interest rate swap in the consolidated statements of operations. The fair value of the swap is recorded in the accompanying consolidated financial statements utilizing inputs observable in active markets, such as interest rates. The related liability was included in other long-term liabilities in the consolidated balance sheets.

Segment Information

        The Company's business of providing capital equipment and business management services to Groups that treat patients at Centers comprises a single reportable operating segment.

3. Property and Equipment

        The Company's property and equipment consisted of the following (in thousands):

	December 31
	2009			2008
Buildings and leasehold improvements	$	6,531		$	6,114
Furniture and fixtures		5,022			3,985
Medical equipment		63,906			59,373
		75,459			69,472
Less accumulated depreciation and amortization		(33,500	)		(22,519	)
	$	41,959		$	46,953

        Depreciation expense was approximately $11.9 million, $11.3 million and $9.1 million for the years ended December 31, 2009, 2008 and 2007, respectively.

        Capital leased assets included in property and equipment are as follows (in thousands):

	December 31
	2009			2008
Medical equipment	$	11,810		$	11,810
Less accumulated depreciation		(3,719	)		(2,278	)
	$	8,091		$	9,532

        The portion of depreciation expense relating to capital lease equipment was approximately $1.4 million, $1.4 million and $0.7 million for the years ended December 31, 2009, 2008 and 2007,

F-28

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

3. Property and Equipment (Continued)

respectively. Depreciation expense for capital leased assets is included in depreciation and amortization expense in the consolidated statements of operations.

4. Goodwill and Management Services Agreements

        Management services agreement intangible assets consist of the following (in thousands):

	December 31
	2009			2008
Cost	$	82,110		$	82,110
Less accumulated amortization		(23,341	)		(16,420	)
Carrying value	$	58,769		$	65,690

        Amortization expense was $6.9 million, $7.0 million and $7.0 million for the years ended December 31, 2009, 2008 and 2007, respectively. The weighted-average amortization period is 10 years.

        The estimated aggregate future amortization expense for management services agreement intangible assets is as follows at December 31, 2009 (in thousands):

2010	$	6,846
2011		6,628
2012		6,143
2013		5,371
2014		5,107
Thereafter		28,674
	$	58,769

        The following table summarizes changes in the Company's goodwill (in thousands):

		December 31
		2009		2008
Balance, beginning of year		$	174,351	$	134,340
	Acquisition of new Centers		2		42,972
	Disposal of Sonora joint venture		—		(2,961	)
Balance, end of year		$	174,353	$	174,351

5. Discontinued Operations

        The Company ceased operations at the Sonora Regional Cancer Center as of June 30, 2008, and placed Sonora's tangible assets in storage. The Company impaired the intangible asset related to the management services agreement for Sonora and the value of Sonora's clinical medical and office equipment to estimated net realizable value based on market price for similar assets and recognized an impairment loss from the discontinued operation for the intangible assets and property, plant, and equipment of approximately $2.4 million ($0.5 million of which was attributable to the joint venture

F-29

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

5. Discontinued Operations (Continued)

partner) in the Company's consolidated statement of operations for the year ended December 31, 2008. The Company also recorded an impairment loss from the discontinued operation of approximately $3.0 million representing the reduction in value of goodwill allocable to Sonora. The impairment charges are recorded net of the $0.8 million of related income tax benefit. At December 31, 2008 and 2007, the operating results of the discontinued Sonora joint venture resulted in net revenue of $0.8 million and $2.2 million and net income of $0.03 million and $0.2 million, respectively.

6. Long-Term Debt

        The Company's long-term debt consisted of the following (in thousands):

	December 31
	2009			2008
Senior term loan	$	121,750		$	135,000
Subordinated debt		74,610			73,474
Note payable		302			—
		196,662			208,474
Less current portion of long-term debt		(1,802	)		(1,250	)
	$	194,860		$	207,224

        Scheduled maturities of indebtedness for the next five years are as follows at December 31, 2009 (in thousands):

2010	$	1,802
2011		60,500
2012		59,750
2013		74,610
	$	196,662

        The principal terms of the agreements that govern the Company's outstanding indebtedness are summarized below:

Senior Term Loan

        The Company has a $155.0 million Second and Amended Restated Credit Agreement (Credit Agreement) with GE Healthcare Financial Services (GE), as administrative agent and a member of the bank syndicate, which includes an initial term loan of $80.0 million, a revolving line of credit of $25.0 million, and a delayed draw term loan of $50.0 million. The initial term loan has scheduled quarterly payments through the maturity date of June 30, 2012. The initial term loan bears interest at the Credit Agreement's reference base rate plus 2.00% or LIBOR plus 3.50%. At December 31, 2009 and 2008, interest rates were 3.75% and 4.75%, respectively. The balance of the initial term loan was $72.0 million and $73.0 million at December 31, 2009 and 2008, respectively.

F-30

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

6. Long-Term Debt (Continued)

        The delayed draw term loan included within the Credit Agreement matures June 30, 2012, and has scheduled quarterly payments. The delayed draw term loan bears interest at the Credit Agreement's reference base rate plus 2.00% or LIBOR plus 3.50% at December 31, 2009. At December 31, 2009 and 2008, interest rates were 3.75% and 4.75%, respectively. The delayed draw term loan is subject to an unused line fee of 0.75% to be paid monthly. The balance of the delayed draw term loan was $49.8 million and $50.0 million at December 31, 2009 and 2008, respectively. The Company has the ability to request that the maximum available principal amount of the delayed draw term loan be increased by $15.0 million.

        The revolving line of credit included within the Credit Agreement matures on August 18, 2011. The revolving line of credit bears interest at the Credit Agreement's reference base rate plus 1.75% or LIBOR plus 3.25% at December 31, 2009. At December 31, 2009, the interest rate was 5.0%. The revolving line of credit is subject to an unused line fee of 0.50% to be paid monthly. Borrowings against the line are subject to limitations based on certain financial ratios. The maximum borrowing limit based on these ratios was $25.0 million at December 31, 2009 and 2008. The balance of the revolving line of credit was $0 and $12.0 million at December 31, 2009 and 2008, respectively.

        The Credit Agreement is secured by a pledge of substantially all of the Company's tangible and intangible assets, including accounts receivable, and requires that borrowings and other amounts due under it be guaranteed by the Company's existing and future subsidiaries.

        The Credit Agreement also requires that the Company make mandatory prepayments of outstanding borrowings beginning with the fiscal year ending December 31, 2006, accompanied by a corresponding reduction in the maximum amount of borrowings available under the term loans, with 75% of excess cash flow, as defined by the agreement, net proceeds from insurance recoveries, asset sales, and the issuance of equity or debt securities, subject to specified exceptions.

        The Credit Agreement includes a number of restrictive covenants including limitations on the Company's leverage and capital expenditures, limitations on acquisitions, and requirements that the Company maintain minimum "Adjusted EBITDA" and minimum ratios of "Adjusted EBITDA" to fixed charges and interest expense. Additionally, it restricts the Company's ability to pay dividends on its capital stock and contains customary events of default, including an event of default upon a change in control.

Subordinated Debt

        The Company has an $80.0 million Note Purchase Agreement with CDPQ Investments (U.S.), Inc. and ARES Capital Corporation, who are stockholders of the Company, (ARES along with CDPQ are collectively referred to as the Note Parties). The Note Purchase Agreement includes an initial note of $53.0 million and additional notes (the Subordinated Delayed Draw) for up to $32.0 million. The initial note and Subordinated Delayed Draw are uncollateralized. The initial note matures August 18, 2013, with principal paid at maturity. The ability to draw additional amounts under the Subordinated Delayed Draw expired in August 2009. The initial note bears interest at 12.5%, 11% of which is due quarterly and 1.5% is deferred and allocated to the principal of the note balance. The balance of the initial note was $55.7 million and $54.9 million at December 31, 2009 and 2008, respectively, which includes $2.7 million and $1.9 million, respectively, in deferred interest that was allocated to principal.

F-31

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

6. Long-Term Debt (Continued)

        The Subordinated Delayed Draw also matures on August 18, 2013, and bears interest at the same rate as the initial note. The Subordinated Delayed Draw is subject to an unused line fee of 0.5% to be paid monthly. As of December 31, 2009 and 2008, approximately $18.9 million and $18.5 million, respectively, were outstanding. The outstanding balance includes deferred interest of $0.6 million and $0.3 million as of December 31, 2009 and 2008, respectively, in deferred interest that was allocated to principal.

        The Note Purchase Agreement requires that, after all obligations under the Credit Agreement have been paid, the Company make mandatory prepayments of outstanding borrowings under the Subordinated Delayed Draw beginning with the fiscal year ending December 31, 2007. The mandatory prepayment is accompanied by a corresponding reduction in the maximum amount of borrowings available under the term loans. Prepayments are to be made in an amount equal to 75% of excess cash flow for such fiscal year, as defined by the Note Purchase Agreement. There were no mandatory prepayments required as of December 31, 2009 and 2008.

        The Note Purchase Agreement includes a number of restrictive covenants including restrictions on the Company's ability to incur additional debt and liens, become party to contingent liabilities, and purchase shares of and pay dividends on its capital stock. In addition, the Note Purchase Agreement contains customary events of default, including an event of default upon a change in control. As of December 31, 2009, no events of default have occurred with respect to any of the Company's debt agreements.

Loan Fees

        As of December 31, 2009 and 2008, the remaining unamortized balance of deferred loan fees was $3.8 million and $5.2 million, respectively. Deferred loan fee costs of $1.5 million, $1.5 million and $1.4 million were amortized to interest expense during the years ended December 31, 2009, 2008 and 2007, respectively.

Interest Rate Swap

        The Company has an interest rate swap agreement related to its initial term loan with GE. The notional amount of the swap agreement was $57.0 million at December 31, 2009. The effect of this agreement is to fix the interest rate exposure to the Company's initial term loan under the Senior Term Loan to 5.18% plus the margin on the term loan (3.50% at December 31, 2009).

        The swap agreement matures in March 2011 and contains cross-default provisions to other obligations of the Company and, specifically, the initial term loan with GE. All covenants and provisions of the initial term loan agreement are incorporated in the interest rate swap contract. Collateral under the initial term loan agreement also collateralizes the swap agreement.

        The fair value of the interest rate swap agreement is the estimated amount the Company would receive or pay to terminate the agreement at December 31, 2009, taking into account current interest rates and the current creditworthiness of the counterparties. At December 31, 2009 and 2008, the fair value of the Company's interest rate swap was a liability of $3.0 million and $4.7 million, respectively, which is included in other long-term liabilities in the accompanying consolidated balance sheets. The interest rate swap agreement does not qualify as a hedge. Accordingly, the changes in the fair value of

F-32

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

6. Long-Term Debt (Continued)

the Company's interest rate swap for the years ended December 31, 2009, 2008 and 2007, was a gain of $1.7 million, a loss of $2.3 million and a loss of $2.0 million, respectively, included as other expense in the Company's consolidated statements of operations.

7. Capital Leases

        The Company is the lessee to several lease agreements to purchase software and medical equipment. Interest rates on the leases range from 8.01% to 8.80%. The leases require monthly principal and interest payments and mature in 2010 through 2014. The leases are collateralized by the equipment leased.

	December 31
	2009			2008
	(In Thousands)
Minimum lease payable	$	8,044		$	10,199
Less interest		(1,262	)		(1,890	)
Present value of minimum lease payments		6,782			8,309
Less current portion		(1,681	)		(1,572	)
	$	5,101		$	6,737

        The aggregate amount of future lease payments under capital leases consist of the following at December 31, 2009 (in thousands):

2010	$	2,182
2011		1,968
2012		1,579
2013		1,417
2014		898
	$	8,044

F-33

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

8. Income Taxes

        The federal and state income tax (provision) benefit from continuing operations is summarized as follows (in thousands):

		Year Ended December 31
		2009			2008			2007
Current:
	Federal	$	(105	)	$	(180	)	$	—
	State		(259	)		(204	)		(9	)
			(364	)		(384	)		(9	)
Deferred:
	Federal		(1,170	)		2,965			3,366
	State		(120	)		409			563
			(1,290	)		3,374			3,929
Income tax (expense) benefit		$	(1,654	)	$	2,990		$	3,920

        A reconciliation of the statutory federal income tax rate to the Company's effective income tax rate on income from continuing operations before income taxes for the years ended December 31 are as follows:

	Year Ended December 31
	2009			2008			2007
Federal statutory rate		(34.0	)%		34.0	%		34.0	%
State income taxes, net of federal benefit		(4.9	)		4.1			4.9
Prior-year return adjustment and other		(2.6	)		5.3			—
Other permanent differences		(13.5	)		(2.7	)		(3.4	)
Income tax (expense) benefit		(55.0	)%		40.7	%		35.5	%

F-34

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

8. Income Taxes (Continued)

        The tax effects of significant items comprising the Company's deferred taxes as of December 31 are as follows (in thousands):

		December 31
		2009			2008
Deferred tax assets:
	Net operating loss carryforwards	$	4,093		$	5,664
	Accrued wages and benefits		580			1,603
	Interest rate swap and other liabilities		2,129			2,777
	Allowance for doubtful accounts and other		534			396
Total deferred tax assets			7,336			10,440
Deferred tax liabilities:
	Accounting method changes		(51	)		(102	)
	Intangibles and other assets		(26,315	)		(27,598	)
	Property and equipment		(3,976	)		(4,589	)
Total deferred tax liabilities			(30,342	)		(32,289	)
Net deferred tax liabilities		$	(23,006	)	$	(21,849	)

        The tax benefit of net operating losses, temporary differences, and credit carryforwards is recorded as an asset to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of reversing temporary differences, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently more likely than not and, accordingly, has not recorded a valuation allowance.

        At December 31, 2009, the Company had unused federal net operating losses of approximately $10.6 million expiring from 2022 to 2029. Additionally, there are unused state net operating losses of approximately $9.6 million that expire from 2015 to 2026.

        Federal net operating losses generated prior to August 18, 2006, of approximately $10.4 million are no longer subject to the maximum aggregate annual utilization as a result of the Merger and a previous equity recapitalization of the Company. Current federal and California tax laws include substantial restrictions on the utilization of net operating losses and tax credits in the event of an ownership change of a corporation. Accordingly, the Company's ability to utilize net operating loss and tax credit carryforwards may be limited in the future as a result of any additional ownership changes. Such a limitation could result in the expiration of carryforwards before they are utilized.

        At December 31, 2009, the Company had $1.0 million of unrecognized tax benefits. The Company is generally subject to federal and state examination for tax years after December 31, 2005, for federal purposes and after December 31, 2004, for state purposes.

F-35

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

9. Acquisitions

        On February 1, 2008, the Company acquired the assets of two separate entities, each of which owned a radiation oncology treatment center in central Florida for approximately $9.2 million plus transaction expenses of $0.2 million. On July 1, 2008, the Company acquired the assets of one radiation oncology treatment center in Indiana for approximately $36.8 million plus transaction expenses of $0.3 million.

        On January 5, 2007, the Company acquired all of the stock of a corporation which owned one radiation oncology treatment center in Central California for approximately $12.8 million plus transaction expenses of $0.3 million. On June 15, 2007, the Company acquired the assets of four radiation oncology treatment centers near Tampa, Florida for approximately $7.8 million plus transaction expenses of $0.2 million.

        The Company allocated the purchase price of these acquisitions to tangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill.

        The Company believes the fair values assigned to the assets acquired and liabilities assumed were based on reasonable assumptions.

10. Unconsolidated Joint Ventures

        The Company owns a 24.5% interest in the Southside Cancer Center and records its ownership interest under the equity method of investment in an unconsolidated joint venture. The Chairman of the Board is a partner in Ninth City Landowners, LLP (Ninth City), which also owns 24.5% of the Southside joint venture.

        At December 31, 2009 and 2008, the Company's investment in the unconsolidated joint venture was approximately $4.0 million and $4.4 million, respectively, and is recorded in other assets in the accompanying consolidated balance sheets.

F-36

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

10. Unconsolidated Joint Ventures (Continued)

        The condensed financial position and results of operations of the unconsolidated joint venture are as follows (in thousands):

	December 31
	2009		2008
Assets
Current assets	$	1,577	$	3,064
Non-current assets		18,561		19,503
Total assets	$	20,138	$	22,567
Liabilities and stockholders' equity
Current liabilities	$	468	$	995
Non-current liabilities		5		1
Total liabilities		473		996
Stockholders' equity		19,665		21,571
Total liabilities and stockholders' equity	$	20,138	$	22,567

	Year Ended December 31
	2009		2008		2007
Net revenues	$	5,601	$	6,978	$	7,004
Expenses		2,589		2,445		2,952
Net income	$	3,012	$	4,533	$	4,052

        A summary of the changes in the equity investment in the unconsolidated joint venture is as follows (in thousands):

Balance at January 1, 2008		$	4,710
	Distributions from joint venture		(1,434	)
	Equity interest in net earnings of joint venture		1,144
Balance at December 31, 2008			4,420
	Distributions from joint venture		(1,205	)
	Equity interest in net earnings of joint venture		738
Balance at December 31, 2009		$	3,953

11. Commitments and Contingencies

Lease Commitments

        The Company is obligated under various operating leases for most of the Centers and related office space. Certain lease agreements for the Centers have rent escalation clauses that require rent to increase annually. For lease agreements with fixed rent escalation clauses, the Company records the rent expense straight-line over the life of the lease agreement. The Company recorded deferred rent of

F-37

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

11. Commitments and Contingencies (Continued)

$1.4 million and $1.1 million as of December 31, 2009 and 2008, respectively, in other long-term liabilities in the accompanying consolidated balance sheets. Total rent expense was approximately $8.3 million, $7.9 million and $7.0 million for the years ended December 31, 2009, 2008 and 2007, respectively.

        Future minimum annual lease commitments are as follows at December 31, 2009 (in thousands):

	Commitments		Less Sublease Rentals			Net Rental Commitments
2010	$	8,553	$	(24	)	$	8,529
2011		7,956		(16	)		7,940
2012		7,598		—			7,598
2013		6,639		—			6,639
2014		6,387		—			6,387
Thereafter		19,274		—			19,274
	$	56,407	$	(40	)	$	56,367

Concentrations of Credit Risk

        Financial instruments, which subject the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company maintains its cash in bank accounts with highly rated financial institutions. These accounts may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Groups grant credit, without collateral, to patients, most of whom are local residents. Concentrations of credit risk with respect to accounts receivable relate principally to third-party payors whose ability to pay for services rendered is dependent on their financial condition.

Insurance

        The Company maintains insurance with respect to professional liability and associated various liability risks on a claims-made basis in amounts believed to be customary and adequate. In addition, pursuant to the management services agreement, the Groups are required to maintain comprehensive medical malpractice insurance. The Company is not aware of any outstanding claims or unasserted claims that are likely to be asserted against the Company or the Groups, which would have a material impact on its consolidated financial position or results of operations.

        The Company maintains all other traditional insurance coverage on either a fully insured or high deductible basis.

Legal Proceedings

        The Company is involved in certain legal actions and claims arising in the ordinary course of its business. It is the opinion of management, based on advice of legal counsel, that such litigation and claims will be resolved without material adverse effect on the Company's consolidated financial position, results of operations, or cash flows.

F-38

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

11. Commitments and Contingencies (Continued)

        In 2009, the Company settled certain litigation. In accordance with the settlement agreement, the Company received proceeds from the settlement in 2009, a portion of which was remitted to the affected Group. These net proceeds reduced general and administrative expenses for the year ended December 31, 2009, by a material amount. In connection with the settlement, the Company recorded a $4.3 million reduction to general and administrative expenses for the year ended December 31, 2009.

Employment Agreements

        The Company is party to employment agreements with several of its employees that provide for annual base salaries, targeted bonus levels, severance pay under certain conditions and certain other benefits.

        In 2007, the Company terminated several officers and other employees with employment agreements. A $3.7 million severance charge was recorded in general and administrative expenses in 2007. Severance amounts, less standard deductions and withholdings, were paid over time pursuant to the Company's standard payroll practices.

Vidalia Regional Cancer Center, LLC

        In January 2006, the Company and Meadows Regional Medical Center (Meadows) located in Vidalia, Georgia, formed the Vidalia Regional Cancer Center, LLC (Vidalia). Vidalia was formed to develop, operate, and manage the Vidalia Regional Cancer Center. OnCure and Meadows will each own a 50% interest and have committed to fund an initial $1 million of initial capital upon the successful issuance of a Georgia Certificate of Need (CON) by the Georgia Department of Community. OnCure will be the managing member. The Georgia Department of Community has issued a CON to Vidalia to develop the center, however there has been no development activity to date.

12. Retirement Plan

        The Company has a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code (the Retirement Plan). The Retirement Plan allows all full-time employees to defer a portion of their compensation on a pretax basis through contributions to the Retirement Plan. The Company may elect to make a matching contribution of 3% of the employee's eligible compensation up to a maximum of $2,500. The Company's matching contribution for the years ended December 31, 2009, 2008 and 2007, was $0, $0.4 million and $0.3 million, respectively.

13. Equity Incentive Plan

        The Company established the OnCure Holdings, Inc. Equity Incentive Plan (the Plan) pursuant to which the Company may issue to directors, officers, employees, and key consultants of the Company options to purchase shares of common stock. The Plan provides for the issuance of incentive stock options (ISO) and nonqualified stock options (NSO). At December 31, 2009, there were 5,025,228 shares of common stock available for issuance under the Plan. The Plan is administered by the Board of Directors or a committee appointed by the Board of Directors. The administrator determines to whom the award is made, the vesting, timing, amounts, and other terms of the award. The exercise price of an ISO or NSO may not be less than the fair value, as determined by the Board of Directors,

F-39

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

13. Equity Incentive Plan (Continued)

of the Company's common stock on the date of the grant. No options granted under the Plan have a term in excess of 10 years from the date of grant. Options issued under the Plan may vest over varying periods of up to four years. One-third of all option grants are subject to performance vesting whereby options will vest upon a change in control of the Company. These options will not vest unless change in control occurs and a required rate of return is achieved. Compensation expense related to these options will not be recognized until such time that a change in control is probable.

        Total stock-based compensation expense for the years ended December 31, 2009, 2008 and 2007, was $0.9 million, $0.8 million and $0.3 million, respectively, for stock options granted under the Plan and were recorded in salaries and benefits in the accompanying consolidated statements of operations.

        The weighted-average assumptions used to estimate the fair value of options granted under its option plans for each of the years ending December 31 were as follows:

	2009			2008			2007
Average expected term (years)		6.25			6.25			6.25
Expected volatility (weighted-average range)		53% - 54	%		42% - 46	%		43% - 49	%
Risk-free interest rate		1.8% - 2.6	%		1.6% - 3.4	%		4.0% - 5.0	%
Expected dividend yield		0	%		0	%		0	%

        The following summarizes the stock option activity for the Plan:

		Number of Stock Options			Weighted- Average Exercise Price
Balance at January 1, 2009		$	3,732,429			3.71
	Granted		80,000			6.53
	Exercised		(23,637	)		3.50
	Cancelled, forfeited, and expired		(267,935	)		5.58
Balance at December 31, 2009			3,520,857			3.63
Options vested			1,748,797
Options expected to vest		$	3,190,564

        The following table summarizes information about the Company's stock options outstanding under the Plan at December 31, 2009:

Stock Options Outstanding									Stock Options Exercisable
Range of Exercise Price	Number Outstanding		Weighted- Average Remaining Contractual Term		Weighted- Average Exercise Price		Aggregate Intrinsic Value		Number Exercisable		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
$1.50 - $6.60		3,520,857		7.2	$	3.63	$	9,411,027		1,748,797	$	3.31		7.0	$	5,157,571

F-40

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

13. Equity Incentive Plan (Continued)

        The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the price of the Company's common stock as determined by the Board of Directors at December 31, 2009, for those awards that have an exercise price currently below the quoted price.

        The weighted-average, grant-date fair value of options granted during the years ended December 31, 2009, 2008 and 2007, was $3.43, $2.52 and $1.84, respectively. As of December 31, 2009, there was $1.2 million (net of estimated forfeitures) of total unrecognized compensation cost related to nonvested options granted under the Plan. The weighted-average term over which the compensation cost will be recognized is two years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.

14. Related-Party Transactions

Transactions with the Chairman of the Board

        The Company has a management service agreement with Integrated Community Oncology Network, LLC ("ICON"). Dr. Paryani, Chairman of the Board is a manager and equity holder of ICON. Under this agreement, ICON retained $3.1 million, $3.3 million and $3.7 million for its medical services for the years ended December 31, 2009, 2008 and 2007, respectively.

        The Company leases three radiation treatment centers in Florida from entities affiliated with the Chairman of the Board. The Company recorded rent expense related to these centers of approximately $0.7 million, $0.7 million and $0.7 million for the years ended December 31, 2009, 2008 and 2007, respectively.

        The Company has a management services agreement to provide management and administrative services to Cyclotron Center of Northeast Florida, LLC (Cyclotron) and PET/CT Center of North Florida, LLC (PET/CT Center) which own, operate, and supply mobile PET/CT units in the same market. The Chairman of the Board has an ownership interest in these companies. The Company recognized revenue associated with this management services agreement of approximately $0.8 million, $0.7 million and $0.8 million in 2009, 2008 and 2007, respectively. The Company has accounts receivable due under this management services agreement of $0.3 million and $0.1 million at December 31, 2009 and 2008, respectively.

        The Company also provides a payroll processing service for PET/CT Center and Cyclotron. The Company recorded receivables for reimbursement of these services of $0.4 million and $0.2 million at December 31, 2009 and 2008, respectively.

        The Company owns a 24.5% interest in Southside as does an entity in which the Chairman of the Board has an ownership interest that also holds a 24.5% interest. The Company records its ownership interest under the equity method of investment in an unconsolidated joint venture as described in Note 10.

Transactions with Other Related Parties

        In accordance with a Stock Purchase Agreement, the Company agreed to pay an annual sponsor fee to Genstar Capital, LLC, a beneficial owner of common stock of the Company. The Company paid

F-41

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

14. Related-Party Transactions (Continued)

$1.5 million for sponsor fee expenses for each of the years ended December 31, 2009, 2008 and 2007, which is included in general and administrative expenses in the accompanying consolidated statements of operations.

        The Company has an MSA with Coastal Radiation Oncology Medical Group, Inc. ("Coastal"). Dr. Stella, one of the members of the board of directors, is a shareholder of Coastal and also serves as President of Coastal. Under this MSA, Coastal retained $7.5 million, $8.8 million and $7.1 million for its medical services for the years ended December 31, 2009, 2008 and 2007, respectively.

        The Company leases four radiation oncology treatment centers from entities affiliated with Dr. Stella and leases one facility used for administrative offices and physics services from an entity affiliated with Dr. Stella. The Company recorded rent expense related to these leases of approximately $1.3 million, for each of the years ended December 31, 2009, 2008 and 2007, respectively.

15. Guarantors of Debt

        OnCure Holdings, Inc. is the borrower under the $210.0 million 11³/4% Senior Secured Notes issued on May 13, 2010, which includes a full, unconditional and joint and several guarantees by the Company's wholly-owned subsidiaries. All of the operating income and cash flow of OnCure Holdings, Inc. is generated by its subsidiaries. As a result, funds necessary to meet the debt service obligations under the senior secured notes are provided by the distributions or advances from the subsidiary companies. Entries necessary to consolidate all of the subsidiary companies are reflected in

F-42

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

15. Guarantors of Debt (Continued)

the Eliminations/Adjustments column. The condensed consolidating financial statements for OnCure Holdings, Inc., the guarantors and the non-guarantors are as follows:

Consolidating Balance Sheets
For the Year Ended December 31, 2009
(In Thousands, Except Share and Per Share Amounts)

		Issuer OnCure Holdings, Inc.		Subsidiary Guarantors		Subsidiary Non- Guarantors			Eliminations/ Adjustments			Total
Assets
Current assets:
	Cash	$	—	$	5,365	$	—		$	—		$	5,365
	Accounts receivable, less allowances of $640		—		21,151		—			—			21,151
	Deferred income taxes		—		1,063		—			—			1,063
	Other current assets and prepaid expenses		—		5,379		—			—			5,379
Total current assets			—		32,958		—			—			32,958
Property and equipment, net			—		41,959		—			—			41,959
Goodwill			—		174,353		—			—			174,353
Intangibles and other assets			—		67,304		—			—			67,304
Intercompany receivable			51		300		(351	)		—			—
Investment in subsidiaries			74,051		128		—			(74,179	)		—
Assets of discontinued operations			—		—		612			—			612
Total assets		$	74,102	$	317,002	$	261		$	(74,179	)	$	317,186
Liabilities and stockholders' equity
Current liabilities:
	Accounts payable and accrued expenses	$	—	$	9,866	$	—		$	—		$	9,866
	Current portion of long-term debt and capital leases		—		3,483		—			—			3,483
	Other current liabilities		—		333		—			—			333
	Current liabilities of discontinued operations		—		—		133			—			133
Total current liabilities			—		13,682		133			—			13,815
Long-term debt, less current portion			—		194,860		—			—			194,860
Capital leases, less current portion			—		5,101		—			—			5,101
Other long-term liabilities			—		5,239		—			—			5,239
Deferred income tax liabilities			—		24,069		—			—			24,069
Total liabilities			—		242,951		133			—			243,084
Stockholders' equity (deficit)			74,102		74,051		128			(74,179	)		74,102
Total liabilities and stockholders' equity (deficit)		$	74,102	$	317,002	$	261		$	(74,179	)	$	317,186

F-43

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

15. Guarantors of Debt (Continued)

Consolidating Balance Sheets
For the Year Ended December 31, 2008
(In Thousands, Except Share and Per Share Amounts)

		Issuer OnCure Holdings, Inc.		Subsidiary Guarantors		Subsidiary Non- Guarantors			Eliminations/ Adjustments			Total
Assets
Current assets:
	Cash	$	—	$	9,346	$	—		$	—		$	9,346
	Accounts receivable, less allowances of $555		—		20,696		—			—			20,696
	Deferred income taxes		—		1,717		—			—			1,717
	Other current assets and prepaid expenses		—		2,067		—			—			2,067
Total current assets			—		33,826		—			—			33,826
Property and equipment, net			—		46,953		—			—			46,953
Goodwill			—		174,351		—			—			174,351
Intangibles and other assets			—		76,257		—			—			76,257
Intercompany receivable			18		395		(413	)		—			—
Investment in subsidiaries			71,702		153		—			(71,855	)		—
Assets of discontinued operations			—		—		638			—			638
Total assets		$	71,720	$	331,935	$	225		$	(71,855	)	$	332,025
Liabilities and stockholders' equity
Current liabilities:
	Accounts payable and accrued expenses	$	—	$	12,523	$	—		$	—		$	12,523
	Current portion of long-term debt and capital leases		—		2,822		—			—			2,822
	Other current liabilities		—		478		—			—			478
	Current liabilities of discontinued operations		—		—		72			—			72
Total current liabilities			—		15,823		72			—			15,895
Long-term debt, less current portion			—		207,224		—			—			207,224
Capital leases, less current portion			—		6,737		—			—			6,737
Other long-term liabilities			—		6,883		—			—			6,883
Deferred income tax liabilities			—		23,566		—			—			23,566
Total liabilities			—		260,233		72			—			260,305
Stockholders' equity (deficit)			71,720		71,702		153			(71,855	)		71,720
Total liabilities and stockholders' equity (deficit)		$	71,720	$	331,935	$	225		$	(71,855	)	$	332,025

F-44

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

15. Guarantors of Debt (Continued)

Consolidating Statement of Operations
For the Year Ended December 31, 2009
(In Thousands)

	Issuer OnCure Holdings, Inc.		Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Net revenue	$	—	$	106,757		$	—	$	—		$	106,757
Total operating expenses		—		86,594			—		—			86,594
Income (loss) from operations		—		20,163			—		—			20,163
Total other expense, net		—		(17,154	)		—		—			(17,154	)
Income (loss) from continuing operations before income taxes		—		3,009			—		—			3,009
Income tax expense		—		(1,654	)		—		—			(1,654	)
Income (loss) before equity in earnings of unconsolidated subsidiaries		—		1,355			—		—			1,355
Equity in earnings of unconsolidated subsidiaries		1,355		—			—		(1,355	)		—
Net income (loss)	$	1,355	$	1,355		$	—	$	(1,355	)	$	1,355

F-45

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

15. Guarantors of Debt (Continued)

Consolidating Statement of Operations
For the Year Ended December 31, 2008
(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments		Total
Net revenue	$	—		$	108,684		$	—	$	—	$	108,684
Total operating expenses		—			95,739			—		—		95,739
Income (loss) from operations		—			12,945			—		—		12,945
Total other expense, net		—			(20,286	)		—		—		(20,286	)
Loss from continuing operations before income taxes		—			(7,341	)		—		—		(7,341	)
Income tax benefit		—			2,990			—		—		2,990
Loss before equity in earnings of unconsolidated subsidiaries		—			(4,351	)		—		—		(4,351	)
Impairment loss from discontinued operations		—			(4,065	)		—		—		(4,065	)
Income from discontinued operations		—			—			29		—		29
Equity in earnings of unconsolidated subsidiaries		(8,387	)		29			—		8,358		—
Net (loss) income	$	(8,387	)	$	(8,387	)	$	29	$	8,358	$	(8,387	)

F-46

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

15. Guarantors of Debt (Continued)

Consolidating Statement of Operations
For the Year Ended December 31, 2007
(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors			Eliminations/ Adjustments		Total
Net revenue	$	—		$	85,354		$	364		$	—	$	85,718
Total operating expenses		—			78,118			211			—		78,329
Income (loss) from operations		—			7,236			153			—		7,389
Total other expense, net		—			(17,489	)		(950	)		—		(18,439	)
Loss from continuing operations before income taxes		—			(10,253	)		(797	)		—		(11,050	)
Income tax benefit		—			3,920			—			—		3,920
Loss before equity in earnings of unconsolidated subsidiaries		—			(6,333	)		(797	)		—		(7,130	)
Income from discontinued operations		—			—			155			—		155
Equity in losses of unconsolidated subsidiaries		(6,975	)		(642	)		—			7,617		—
Net (loss) income	$	(6,975	)	$	(6,975	)	$	(642	)	$	7,617	$	(6,975	)

F-47

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

15. Guarantors of Debt (Continued)

Consolidating Statements of Cash Flow
For the Year Ended December 31, 2009
(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Operating activities
Net income (loss)	$	1,355		$	1,355		$	—	$	(1,355	)	$	1,355
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity in unconsolidated joint venture		—			(738	)		—		—			(738	)
Depreciation and amortization		—			18,718			—		—			18,718
Deferred income tax provision		—			1,290			—		—			1,290
Other, net		—			4,586			—		—			4,586
Changes in operating assets and liabilities		(1,438	)		(8,255	)		—		1,355			(8,338	)
Net cash provided by operating activities		(83	)		16,956			—		—			16,873
Investing activities
Purchases of property and equipment		—			(7,177	)		—		—			(7,177	)
Acquisition of radiation centers		—			(2	)		—		—			(2	)
Distribution received from unconsolidated joint venture		—			1,205			—		—			1,205
Net cash used in investing activities		—			(5,974	)		—		—			(5,974	)
Financing activities
Principal repayments of debt		—			(1,373	)		—		—			(1,373	)
Principal repayments of capital leases		—			(1,590	)		—		—			(1,590	)
Net repayments on line of credit		—			(12,000	)		—		—			(12,000	)
Proceeds from exercise of stock options		83			—			—		—			83
Net cash used in financing activities		83			(14,963	)		—		—			(14,880	)
Net decrease in cash		—			(3,981	)		—		—			(3,981	)
Cash, beginning of year		—			9,346			—		—			9,346
Cash, end of year	$	—		$	5,365		$	—	$	—		$	5,365

F-48

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

15. Guarantors of Debt (Continued)

Consolidating Statements of Cash Flow
For the Year Ended December 31, 2008
(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors			Eliminations/ Adjustments			Total
Operating activities
Net (loss) income	$	(8,387	)	$	(8,387	)	$	29		$	8,358		$	(8,387	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity in unconsolidated joint venture		—			(1,144	)		—			—			(1,144	)
Depreciation and amortization		—			18,110			—			—			18,110
Impairment loss resulting from discontinued operations		—			4,065			—			—			4,065
Deferred income tax provision		—			(3,374	)		—			—			(3,374	)
Other, net		—			7,887			—			—			7,887
Changes in operating assets and liabilities		8,275			(6,325	)		(29	)		(8,358	)		(6,437	)
Net cash provided by operating activities		(112	)		10,832			—			—			10,720
Investing activities
Purchases of property and equipment		—			(14,190	)		—			—			(14,190	)
Acquisition of radiation centers		—			(46,498	)		—			—			(46,498	)
Distribution received from unconsolidated joint venture		—			1,434			—			—			1,434
Net cash used in investing activities		—			(59,254	)		—			—			(59,254	)
Financing activities
Proceeds from issuance of debt		—			47,180			—			—			47,180
Principal repayments of debt		—			(1,042	)		—			—			(1,042	)
Principal repayments of capital leases		—			(1,377	)		—			—			(1,377	)
Net draws on line of credit		—			12,000			—			—			12,000
Proceeds from exercise of stock options		112			—			—			—			112
Net cash used in financing activities		112			56,761			—			—			56,873
Net increase in cash		—			8,339			—			—			8,339
Cash, beginning of year		—			1,007			—			—			1,007
Cash, end of year	$	—		$	9,346		$	—		$	—		$	9,346

F-49

OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

15. Guarantors of Debt (Continued)

Consolidating Statements of Cash Flow
For the Year Ended December 31, 2007
(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors			Eliminations/ Adjustments			Total
Operating activities
Net (loss) income	$	(6,975	)	$	(6,975	)	$	(642	)	$	7,617		$	(6,975	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity in unconsolidated joint venture		—			(959	)		—			—			(959	)
Depreciation and amortization		—			15,626			36			—			15,662
Deferred income tax provision		—			(3,929	)		—			—			(3,929	)
Other, net		—			5,101			1,001			—			6,102
Changes in operating assets and liabilities		7,069			2,604			(395	)		(7,617	)		1,661
Net cash provided by operating activities		94			11,468			—			—			11,562
Investing activities
Purchases of property and equipment		—			(8,064	)		—			—			(8,064	)
Acquisition of radiation centers		—			(21,131	)		—			—			(21,131	)
Proceeds from the sale of equity interest in joint venture		—			3,303			—			—			3,303
Distribution received from unconsolidated joint venture		—			426			—			—			426
Contribution of capital to joint venture entities		—			(972	)		—			—			(972	)
Net cash used in investing activities		—			(26,438	)		—			—			(26,438	)
Financing activities
Proceeds from issuance of debt		—			21,100			—			—			21,100
Principal repayments of debt		—			(3,924	)		—			—			(3,924	)
Principal repayments of capital leases		—			(598	)		—			—			(598	)
Proceeds from issuance of common stock and exercise of stock options		241			—			—			—			241
Distributions to stockholders and redemption of preferred stock		(335	)		—			—			—			(335	)
Noncontrolling interest in partnership distributions		—			(357	)		—			—			(357	)
Distributions for contingent liability earn out		—			(948	)		—			—			(948	)
Net cash used in financing activities		(94	)		15,273			—			—			15,179
Net increase in cash		—			303			—			—			303
Cash, beginning of year		—			704			—			—			704
Cash, end of year	$	—		$	1,007		$	—		$	—		$	1,007

F-50

Report of Independent Auditors

Partners
ROA Associates, LLP

        We have audited the accompanying balance sheets of ROA Associates, LLP (ROA LLP) as of June 30, 2008 and December 31, 2007, and the related statements of operations, partners' capital, and cash flows for the six months ended June 30, 2008 and year ended December 31, 2007. These financial statements are the responsibility of ROA LLP's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of ROA LLP's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of ROA LLP's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ROA Associates, LLP as of June 30, 2008 and December 31, 2007, and the results of its operations and its cash flows for the six months ended June 30, 2008 and year ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Cincinnati, Ohio
January 7, 2010

F-51

ROA Associates, LLP

Consolidated Balance Sheets

		June 30 2008		December 31 2007
Assets
Current assets:
	Cash	$	255,855	$	169,195
	Accounts receivable, net		1,319,625		875,303
	Prepaid expenses and other current assets		187,453		144,424
Total current assets			1,762,933		1,188,922
Property and equipment, net			6,383,462		5,772,837
Other assets			7,993		—
Total assets		$	8,154,388	$	6,961,759
Liabilities and partners' capital
Current liabilities:
	Accounts payable	$	247,005	$	40,512
	Accrued expenses		335,764		112,001
	Accrued compensation and benefits due to Radiation Oncology Associates, P.C.		253,628		269,816
	Additional capital contribution due to Northeast Indiana Cancer Center, LLC		—		4,868
	Current portion of long-term debt		1,553,809		747,332
Total current liabilities			2,390,206		1,174,529
Long-term debt, less current portion			3,990,096		4,341,711
Partners' capital			1,774,086		1,445,519
Total liabilities and partners' capital		$	8,154,388	$	6,961,759

See accompanying notes.

F-52

ROA Associates, LLP

Consolidated Statements of Operations

		Six Months Ended June 30,			Year Ended December 31,
		2008			2007
Net revenue		$	5,342,950		$	9,383,252
Cost of operations:
	Billing and collection services fees to Radiation Oncology Associates, P.C.		267,146			469,140
	Contract Labor		55,535			172,224
	Contributions		28,000			84,191
	Depreciation		486,664			971,356
	Management fees to Radiation Oncology Associates, P.C.		267,146			469,140
	Medical and therapy supplies		94,599			221,490
	Miscellaneous		82,528			150,667
	Personnel fees to Radiation Oncology Associates, P.C.		1,165,474			2,305,985
	Professional fees		217,489			56,501
	Repairs and maintenance		260,215			318,294
	Taxes, other than income		42,278			84,915
	Utilities		24,185			38,674
Total operating expenses			2,991,259			5,342,577
Income from operations			2,351,691			4,040,675
Other income (expense):
	Interest expense		(168,864	)		(390,673	)
	Equity in earnings of Northeast Indiana Cancer Center, LLC		112,861			238,041
	Equity in earnings of Fort Wayne CyberKnife Physicians, LLC		99,900			54,220
	Interest income		3,620			3,573
Total other income (expense)			47,517			(94,839	)
Net income		$	2,399,208		$	3,945,836

See accompanying notes.

F-53

ROA Associates, LLP

Statements of Partners' Capital

		Partners' Capital
Balance at January 1, 2007		$	(1,000,877	)
	Net income		3,945,836
	Distributions		(3,501,194	)
Balance at December 31, 2007			1,445,519
	Net income		2,399,208
	Distributions		(2,070,641	)
Balance at June 30, 2008		$	1,774,086

See accompanying notes.

F-54

ROA Associates, LLP

Consolidated Statements of Cash Flows

	Six Months Ended June 30, 2008			Year Ended December 31, 2007
Operating activities
Net income	$	2,399,208		$	3,945,836
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		486,664			971,356
Equity in earnings of Northeast Indiana Cancer Center, LLC		(112,861	)		(238,041	)
Distributions received from Northeast Indiana Cancer Center, LLC		100,000			—
Equity in earnings of Fort Wayne CyberKnife Physicians, LLP		(99,900	)		(54,220	)
Distributions received from Fort Wayne CyberKnife Physicians, LLP		99,900			122,221
Changes in operating assets and liabilities:
Accounts receivable		(444,322	)		(46,942	)
Prepaid expenses and other current assets		(43,029	)		(93,823	)
Accounts payable		206,493			10,371
Accrued expenses		223,763			765
Accrued compensation and benefits		(16,188	)		19,256
Net cash provided by operating activities		2,799,728			4,636,779
Investing activities
Purchases of property and equipment		(1,097,289	)		(236,002	)
Net cash used in investing activities		(1,097,289	)		(236,002	)
Financing activities
Payments received on notes receivable from partners		—			26,251
Proceeds from issuance of long-term debt		880,583			—
Principal payments on long-term debt		(425,721	)		(750,814	)
Payments on notes payable to partner		—			(153,363	)
Distributions		(2,070,641	)		(3,501,194	)
Net cash used in financing activities		(1,615,779	)		(4,379,120	)
Net increase (decrease) in cash		86,660			21,657
Cash, beginning of period		169,195			147,538
Cash, end of period	$	255,855		$	169,195

See accompanying notes.

F-55

ROA Associates, LLP

Notes to Consolidated Financial Statements

June 30, 2008

1. Organization and Significant Accounting Policies

Organization

        ROA Associates, LLP, an Indiana Limited Liability Partnership (ROA LLP) owns the technical assets of an outpatient radiation oncology treatment facility (Facility) in Fort Wayne, Indiana.

        Radiation Oncology Associates, P.C., an Indiana professional corporation (ROA PC) performs radiation oncology health services to Northeast Indiana. ROA PC has personnel and expertise in providing management and personnel services for entities performing radiation therapy services such as those provided at the Facility.

        On July 3, 2008, U.S. Cancer Care, Inc. (USCC) purchased substantially all of the assets and properties that pertain to the Facility which relate to the provision of radiation oncology services. Prior to the sale of ROA LLP to USCC, ROA LLP and ROA PC were under common control.

        The Amended and Restated Partnership Agreement (Partnership Agreement) of ROA LLP details the management of the limited liability partnership, including allocations of net profit or losses, distributions, capital contributions, withdrawal or admission of a partner, management and control, and other matters. According to the Partnership Agreement, the limited liability partnership will continue until May 10, 2021, unless terminated prior to that date by the partners or dissolved earlier as provided by other terms and conditions.

Revenue Recognition and Accounts Receivable

        Net patient service revenues are recorded at the estimated net realizable amounts and consist primarily of fees for the technical services provided by ROA LLP pursuant to fee-for-service type arrangements with various payers including Medicare, health maintenance organizations (HMOs), insurance companies and private payers. Revenue under fee-for-service arrangements is recognized as the services are rendered. Contractual and bad debt allowances were $10,920,418 and $17,388,735 for the six months ended June 30, 2008 and year ended December 31, 2007, respectively. Contractual and bad debt adjustments are recorded on an estimated basis in the period the related services are rendered and adjusted in future periods as actual payments are received.

        Allowances to reduce accounts receivable to their estimated net realizable value at June 30, 2008 and December 31, 2007 are based on historical collection experience.

        The mix of gross receivables from patients and third-party payors were as follows:

	June 30 2008			December 31 2007
Medicare		27	%		35	%
Medicaid		9	%		3	%
Blue Cross		25	%		9	%
Patients		5	%		9	%
All other third-party payors		34	%		44	%
		100	%		100	%

F-56

ROA Associates, LLP

Notes to Consolidated Financial Statements (Continued)

June 30, 2008

1. Organization and Significant Accounting Policies (Continued)

Cash Equivalents

        ROA LLP considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents included money market account funds of $23,749 and $23,616 at June 30, 2008 and December 31, 2007, respectively.

Property and Equipment

        Property and equipment are stated at cost. Depreciation is computed by the straight-line method for financial reporting and accelerated methods for income tax purposes. Estimated useful lives for financial reporting purposes are as follows:

Buildings and improvements	15 - 39 years
Medical equipment	3 - 7 years
Office equipment	5 - 7 years

        Expenditures for normal repairs and maintenance are charged to expense as incurred.

Income Taxes

        ROA LLP is treated as a partnership for income tax purposes; consequently, federal and state income taxes are not payable by or provided for ROA LLP. Partners are taxed individually on their share of ROA LLP's earnings.

Concentrations of Credit Risk

        Financial instruments which potentially subject ROA LLP to concentrations of credit risk consist primarily of accounts receivable and funds maintained in demand deposit and money market accounts at financial institutions. ROA LLP generally does not require collateral or other security in extending credit to patients; however, ROA LLP routinely obtains assignments of (or is otherwise entitled to receive) benefits receivable under health insurance programs, plans or policies of patients. ROA LLP maintains its cash balances in a financial institution. These cash balances at times may exceed federally insured limits. ROA LLP has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

        The Medicare government reimbursement program accounts for a certain amount of ROA LLP's gross revenue. Currently, expenditure reduction efforts within the United States Congress have created uncertainty over the volume of future healthcare funding. While the healthcare funding reduction issues are presently ongoing, it is at least reasonably possible that the ultimate resolutions could have a negative impact on ROA LLP's future reimbursements for patient services.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

F-57

ROA Associates, LLP

Notes to Consolidated Financial Statements (Continued)

June 30, 2008

1. Organization and Significant Accounting Policies (Continued)

date of the financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Recent Accounting Pronouncements

        In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS No. 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. In addition, SFAS No. 157 requires ROA LLP to consider its own credit spreads when measuring the fair value of liabilities, including derivatives, and the credit spreads of ROA LLP's counterparties when measuring the fair value of assets, including derivatives. ROA LLP adopted SFAS No. 157 on January 1, 2008, as required, and it had no impact to ROA LLP's financial statements at the time of adoption.

2. Investments

        Northeast Indiana Cancer Center, LLC (NICC) is a joint venture between Parkview Health Systems, Inc. (PHS) and ROA LLP. NICC was formed in August 1999 and its purpose is to operate a Cancer Center providing radiation oncology and related health care services for patients residing in and around Northeast Indiana. NICC was formed as a limited liability company pursuant to the laws of the State of Indiana. ROA LLP records its 50 percent ownership in NICC on the equity method of accounting.

        Summarized financial information of NICC as of June 30, 2008 is as follows:

Current assets	$	1,103,282
Non-current assets		546,665
Total assets	$	1,649,947
Liabilities	$	1,633,960
Members' equity		15,987
Total liabilities and equity	$	1,649,947

        Fort Wayne CyberKnife, LLC (CyberKnife LLC) is a joint venture between ROA LLP and other qualifying physician groups. CyberKnife LLC was established in 2006 and its purpose is to own a membership interest in Fort Wayne CyberKnife Solutions, LLC (CyberKnife Solutions), which owns certain CyberKnife equipment, leases such equipment to Parkview Hospital, Inc. (PHI), a subsidiary of PHS, and manages PHI services relating to such equipment. CyberKnife LLC was formed as a limited liability company pursuant to the laws of the State of Indiana. ROA LLP initially recorded its 44.44 percent ownership in CyberKnife LLC on the equity method of accounting, but has discontinued applying the equity method of accounting as the investment was reduced to zero. ROA LLP has not guaranteed obligations of CyberKnife LLC or committed to provide additional support to CyberKnife LLC.

F-58

ROA Associates, LLP

Notes to Consolidated Financial Statements (Continued)

June 30, 2008

3. Debt Arrangements

        Long-term debt consists of the following:

	June 30 2008		December 31 2007
Note payable to National City Bank in monthly installments of $44,041 through November 1, 2013, including 6.98 percent fixed rate of interest, secured by equipment and fixtures	$	2,341,215	$	2,548,731
Mortgage note payable to Tower Bank & Trust Company in monthly installments of $14,640 through February 9, 2016, including 6.82 percent fixed rate of interest, secured by property		1,784,880		1,810,325
Note payable to Tower Bank & Trust Company in monthly installments of $16,900 through September 16, 2011, including variable prime rate of interest less .75 percent (4.25 percent at June 30, 2008), secured by inventory, accounts receivable, and other assets		478,944		565,133
Note payable to Tower Bank & Trust Company in monthly installments of $18,309 through February 11, 2010, including variable prime rate of interest less .75 percent (4.25 percent at June 30, 2008)		58,283		164,854
Note payable to Tower Bank & Trust Company in monthly installments of $33,777 through February 11, 2007, including variable rate of interest		—		—
Note payable to Tower Bank & Trust Company on January 16, 2009, including variable prime rate of interest less .75 percent (4.25 percent at June 30, 2008), secured by property		880,583		—
		5,543,905		5,089,043
Less current portion		1,553,809		747,332
	$	3,990,096	$	4,341,711

        Pursuant to a line of credit arrangement with a bank, the Company may borrow up to $1,000,000 subject to certain terms and conditions. The line of credit arrangement bears interest at the prime rate less .75 percent (4.25 percent at June 30, 2008). There were no borrowings pursuant to the line of credit arrangement at June 30, 2008 and December 31, 2007.

        On July 3, 2008, the aforementioned long-term debt was paid off. The notes payable to Tower Bank & Trust Company were cross-collateralized. The aforementioned debt arrangements were guaranteed by ROA LLP and to a limited extent certain ROA PC physicians.

        The debt arrangements included customary representations, warranties, and covenants, including minimum levels of debt service coverage and tangible net worth, additional borrowings, ownership

F-59

ROA Associates, LLP

Notes to Consolidated Financial Statements (Continued)

June 30, 2008

3. Debt Arrangements (Continued)

changes, and other terms and conditions. As of June 30, 2008 ROA LLP was in compliance with these covenants, terms, and conditions.

        Interest paid was $185,338 and $395,668 for the six months ended June 30, 2008 and year ended December 31, 2007, respectively.

4. Leases

        ROA LLP leases certain office space and medical equipment under noncancelable operating leases. Certain leases contain a provision for annual rent adjustment based on the consumer price index and certain leases with related parties have scheduled rent increases of 3 percent annually, as discussed below. At June 30, 2008, future minimum lease payments using operating leases with initial noncancelable lease terms of one year or more are $6,192 for the year ending June 30, 2008.

        Net operating lease expense totaled $7,194 and $8,616 for the six months ended June 30, 2008 and the year ended December 31, 2007, respectively.

5. Related Parties

        Pursuant to a management agreement between ROA LLP and ROA PC, ROA PC provides medical supervision, management, marketing, information system, accounting, and technical personnel and human resource management services to ROA LLP in consideration for fees paid. The initial term of the management agreement was one year beginning in 2000 and automatically renews from year to year thereafter unless either party provides written notice to the other of its intention not to renew in accordance with the terms of the management agreement.

        A monthly management fee based on 5 percent of gross receipts, as defined, is charged by ROA PC to ROA LLP. Management fees charged by ROA PC to ROA LLP were $267,146 and $469,140 for the six months ended June 30, 2008 and year ended December 31, 2007, respectively.

        A monthly personnel fee based on the total cost of providing technical, office, nursing, and other personnel are charged by ROA PC to ROA LLP plus 5 percent. Personnel fees charged by ROA PC to ROA LLP were $1,165,474 and $2,305,985 for the six months ended June 30, 2008 and year ended December 31, 2007, respectively.

        ROA PC maintains a 401(k) employee defined contribution plan (Plan) covering substantially all of their employees. Participants may defer a portion of their earnings as provided by the Plan and ROA PC makes matching contributions up to the limits as provided by the Plan. ROA PC may also make discretionary profit sharing contributions in an amount determined by the Board of Directors. Expenses, included in personnel fees, charged to ROA LLP pursuant to the Plan totaled $239,121 and $271,706 for the six months ended June 30, 2008 and the year ended December 31, 2007, respectively.

        A monthly support fee of $2,000 for postage, telephone, office supplies, and other expenses is also charged by ROA PC to ROA LLP.

        Pursuant to an agreement for billing and collection services between ROA LLP and ROA PC, ROA PC provides billing and collection services to ROA LLP in consideration for fees paid. ROA PC provides billing and collection services for the technical medical services rendered and charged by

F-60

ROA Associates, LLP

Notes to Consolidated Financial Statements (Continued)

June 30, 2008

5. Related Parties (Continued)

ROA LLP as well as the technical medical services component of global billings to patients, insurers, and other third-party payors. The initial term of the agreement for billing and collection services was one year beginning in 2000 and automatically renews from year to year thereafter unless either party provides written notice to the other of its intention not to renew in accordance with the terms of the agreement. A monthly billing and collection service fee based on 5 percent of ROA LLP's gross receipts, as defined, is charged by ROA PC to ROA LLP. The billing and collection services fees charged by ROA PC to ROA LLP were $267,146 for the six months ended June 30, 2008 and year ended $469,140 in 2007.

F-61

$210,000,000

11³/4% Senior Secured Notes due 2017

        Dealer Prospectus Delivery Obligation:    Until the date that is 90 days after the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

                    , 2010

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware

(a)   OnCure Holdings, Inc., MICA FLO II, Inc., Oncure Medical Corp., U.S. Cancer Care, Inc., USCC Acquisition Corp. and USCC Florida Acquisition Corp. are each incorporated under the laws of the State of Delaware.

        Section 145 of the Delaware General Corporation Law, or the DGCL, grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Under Section 145 of the DGCL, a corporation may pay any such expenses incurred by a director or officer in advance upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

        Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the director's fiduciary duty of care, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which a director derived an improper personal benefit.

        Furthermore, Section 145 of the DGCL provides that a corporation may maintain insurance, at its expense, to protect its directors and officers against any expense, liability or loss, regardless of whether the corporation has the power to indemnify such persons under the DGCL.

        The Amended and Restated Certificate of Incorporation of each of OnCure Holdings, Inc., Oncure Medical Corp. and U.S. Cancer Care, Inc. and the Certificate of Incorporation of USCC Acquisition Corp. eliminate the liability of each director in accordance with Section 102(b)(7) of the DGCL.

        The Amended and Restated Bylaws of OnCure Holdings, Inc., the Bylaws of each of MICA FLO II, Inc., Oncure Medical Corp., USCC Acquisition Corp. and USCC Florida Acquisition Corp., and the Bylaws and Amended Bylaws of U.S. Cancer Care, Inc. provide for (i) the indemnification of directors and officers to the extent permitted by law and (ii) at the request of any such director or officer and to the extent permitted by law, the advancement of expenses so incurred by any such director or officer in defending a civil or criminal action or proceeding.

        OnCure Holdings, Inc. currently carries directors and officers liability insurance on behalf of itself, its subsidiaries and their respective directors and officers, and the employment agreement we have entered into with Mr. Choate provides for indemnification and expense advances to the fullest extent permitted under the DGCL.

II-1

(b)   Pointe West Oncology, LLC is registered under the laws of the State of Delaware.

        Section 18-108 of the Delaware Limited Liability Company Act, or the DLLCA, provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. However, to the extent that the limited liability company agreement seeks to restrict or limit the liabilities of such person, Section 18-1101 of the DLLCA prohibits it from eliminating liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

        The Certificate of Formation of Pointe West Oncology, LLC provides for the indemnification of its members and managers to the fullest extent permitted by the DLLCA. Its Limited Liability Company Operating Agreement, as amended, eliminates members' liability and also provides for the indemnification of its members to the fullest extent permitted by the DLLCA.

California

(a)   Mission Viejo Radiation Oncology Medical Group, Inc., Santa Cruz Radiation Oncology Management Corp., USCC Healthcare Management Corp., Coastal Oncology, Inc. and Fountain Valley & Anaheim Radiation Oncology Centers, Inc. are each incorporated under the laws of the State of California.

        Section 204(a)(10) of the California Corporations Code permits a corporation's articles of incorporation to limit a director's liability to the corporation or its shareholders except with respect to the following items: (1) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (2) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (3) any transaction from which a director derived an improper personal benefit, (4) acts or omissions that show a reckless disregard for the director's duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of a serious injury to the corporation or its shareholders, (5) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its shareholders, (6) contracts or transactions between the corporation and a director within the scope of Section 310 of the California Corporations Code, or (7) improper distributions, loans and guarantees under Section 316 of the California Corporations Code.

        Section 204(a)(11) of the California Corporations Code permits a corporation to authorize, whether by bylaw, agreement, or otherwise, the indemnification of agents (as defined in Section 317 of the California Corporations Code) in excess of that expressly permitted by Section 317 for those agents of the corporation for breach of duty to the corporation and its stockholders; provided, however, that the provision may not provide for indemnification of any agent for any acts or omissions or transactions from which a director may not be relieved of liability as set forth in Section 204(a)(10) or as to circumstances in which indemnity is expressly prohibited by Section 317 of the California Corporations Code.

        Section 317 of the California Corporations Code sets forth the provisions pertaining to the indemnification of corporate "agents." For purposes of this law, an agent is any person who is or was a director, officer, employee or other agent of a California corporation, or is or was serving at the request of a California corporation in such capacity with respect to any other corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or other agent of a predecessor corporation of such California corporation or of another enterprise at the request of such predecessor corporation. Section 317 mandates a California corporation's indemnification of agents

II-2

where the agent's defense of a proceeding is successful on the merits. In other cases, Section 317 allows a California corporation to indemnify agents for expenses (including amounts paid to defend, settle or otherwise dispose of a threatened or pending action, subject in some cases to court approval) if such agents acted in good faith and in a manner such agents believed to be in the best interests of such corporation, and if the indemnification is authorized by (1) a majority vote of a quorum of such corporation's boards of directors consisting of directors who are not party to the proceedings; (2) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; (3) approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (4) the court in which the proceeding is or was pending upon application by certain designated parties. Under certain circumstances, a California corporation can indemnify an agent even when the agent is found liable. Section 317 also allows a California corporation to advance expenses to its agents for certain actions upon receiving an undertaking by the agent that he or she will reimburse such corporation if the agent is found liable.

        The Amended and Restated Articles of Incorporation of each of Santa Cruz Radiation Oncology Management Corp. and Coastal Oncology, Inc., the Articles of Incorporation of USCC Healthcare Management Corp. and the Restated Articles of Incorporation of Fountain Valley & Anaheim Radiation Oncology Centers, Inc. eliminate the liability of directors and provide for the indemnification of agents to the fullest extent permitted by California law. The Amended and Restated Articles of Incorporation of Mission Viejo Radiation Oncology Medical Group, Inc. eliminate the liability of directors and provide for the indemnification of directors and officers to the fullest extent permitted by California law.

        The Amended and Restated Bylaws of each of Mission Viejo Radiation Oncology Medical Group, Inc., Santa Cruz Radiation Oncology Management Corp., Coastal Oncology, Inc. and Fountain Valley & Anaheim Radiation Oncology Centers, Inc. and the Bylaws of USCC Healthcare Management Corp. provide for the indemnification of, and advancement of expenses to, directors and officers to the extent permitted by California law.

(b)   Radiation Oncology Center, LLC is registered under the laws of the State of California.

        Under Section 17155 of the California Limited Liability Company Act, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any manager, member, officer, employee or agent of the limited liability company against any liability asserted against or incurred by the person in that capacity or arising out of the person's status as a manager, member, officer, employee or agent of the limited liability company.

        The Operating Agreement of Radiation Oncology Center, LLC provides for the indemnification of its member, manager and officers to the fullest extent permitted under California law.

Florida

(a)   Manatee Radiation Oncology, Inc., Venice Oncology Center, Inc., Sarasota County Oncology, Inc., Sarasota Radiation & Medical Oncology Center, Inc., Charlotte Community Radiation Oncology, Inc., Englewood Oncology, Inc. and Interhealth Facility Transport, Inc. are each incorporated under the laws of the State of Florida.

        Section 607.0831 of the Florida Business Corporation Act, or the FBCA, provides, among other things, that a director is not personally liable for monetary damages to a company or any other person for any statement, vote, decision or failure to act by the director regarding corporate management or

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policy unless the director breached or failed to perform his or her duties as a director and such breach or failure constitutes (1) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (2) a transaction from which the director derived an improper personal benefit; (3) a circumstance under which the liability provisions of Section 607.0834 of the FBCA (relating to the liability of the directors for improper distributions) are applicable; (4) willful misconduct or a conscious disregard for the best interest of the company in the case of a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a stockholder or (5) recklessness or an act or omission in bad faith or with malicious purpose or with wanton and willful disregard of human rights, safety or property in a proceeding by or in the right of someone other than such company or a stockholder.

        Section 607.0850 of the FBCA authorizes, among other things, a company to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the company) by reason of the fact that he is or was a director, officer, employee or agent of the company (or is or was serving at the request of the company in such a position for any entity) against liability incurred in connection with such proceedings, if he or she acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the company and, with respect to criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.

        The FBCA requires that a director, officer or employee be indemnified for actual and reasonable expenses (including attorneys' fees) to the extent that he or she has been successful on the merits or otherwise in the defense of any proceeding. The FBCA also allows expenses of defending a proceeding to be advanced by a company before the final disposition of the proceedings, provided that the officer, director or employee undertakes to repay such advance if it is ultimately determined that indemnification is not permitted.

        The Articles of Amendment to the Articles of Incorporation of Manatee Radiation Oncology, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by Florida law. The Amended and Restated Articles of Incorporation of each of Venice Oncology Center, Inc., Sarasota County Oncology, Inc., Sarasota Radiation & Medical Oncology Center, Inc., Charlotte Community Radiation Oncology, Inc. and Englewood Oncology, Inc. eliminate the liability of directors and provide for the indemnification of directors and officers to the fullest extent permitted by Florida law.

        The Amended and Restated Bylaws of each of Venice Oncology Center, Inc., Sarasota County Oncology, Inc., Sarasota Radiation & Medical Oncology Center, Inc., Charlotte Community Radiation Oncology, Inc. and Englewood Oncology, Inc. provide for the indemnification of, and advancement of expenses to, directors and officers subject to the requirements of Florida law. The Bylaws of Interhealth Facility Transport, Inc. provide for the indemnification of directors and officers with certain limitations.

(b)   JAXPET, LLC and JAXPET/Positech, LLC are registered under the laws of the State of Florida.

        Section 608.4229 of the Florida Limited Liability Company Act permits a limited liability company to indemnify its members, managers, managing members, officers, employees, and agents subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement. A limited liability company may, and has the power to, but is not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Notwithstanding the foregoing, indemnification or advancement of expenses should not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee or agent were material to the cause of action

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so adjudicated and constitute any of the following: (i) a violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful; (ii) a transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit; (iii) in the case of a manager or managing member, a circumstance under which the liability provisions of section 608.426 are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

        The Operating Agreement of JAXPET, LLC provides for the indemnification of managers and officers of the company to the fullest extent permitted by Florida law, the advancement of expenses and the purchase of liability insurance. The Amended and Restated Operating Agreement of JAXPET/Positech, LLC provides for the indemnification of its member, manager and officers to the fullest extent permitted by law.

ITEM 21.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT INDEX

Exhibit		Description
	3.1	Amended and Restated Certificate of Incorporation of OnCure Holdings, Inc.
	3.2	Amended and Restated Bylaws of the OnCure Holdings, Inc.
	3.3	Certificate of Incorporation of MICA FLO II, Inc.
	3.4	Certificate of Amendment of Certificate of Incorporation of MICA FLO II, Inc.
	3.5	Bylaws of MICA FLO II, Inc.
	3.6	Amended and Restated Certificate of Incorporation of Oncure Medical Corp.
	3.7	Bylaws of Oncure Medical Corp.
	3.8	Certificate of Formation of Pointe West Oncology, LLC.
	3.9	Limited Liability Company Operating Agreement of Pointe West Oncology, LLC.
	3.10	First Amendment to the Operating Agreement of Pointe West Oncology, LLC.
	3.11	Second Amendment to the Operating Agreement of Pointe West Oncology, LLC.
	3.12	Amended and Restated Certificate of Incorporation of U.S. Cancer Care, Inc.
	3.13	Bylaws of U.S. Cancer Care, Inc.
	3.14	Amended Bylaws of U.S. Cancer Care, Inc.
	3.15	Certificate of Incorporation of USCC Acquisition Corp.
	3.16	Bylaws of USCC Acquisition Corp.
	3.17	Certificate of Incorporation of USCC Florida Acquisition Corp.
	3.18	Bylaws of USCC Florida Acquisition Corp.
	3.19	Articles of Organization of Radiation Oncology Center, LLC.
	3.20	Operating Agreement of Radiation Oncology Center, LLC.
	3.21	Amended and Restated Articles of Incorporation of Mission Viejo Radiation Oncology Medical Group, Inc.

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Exhibit		Description
	3.22	Amended and Restated Bylaws of Mission Viejo Radiation Oncology Medical Group, Inc.
	3.23	Amended and Restated Articles of Incorporation of Santa Cruz Radiation Oncology Management Corp.
	3.24	Amended and Restated Bylaws of Santa Cruz Radiation Oncology Management Corp.
	3.25	Articles of Incorporation of USCC Healthcare Management Corp.
	3.26	Bylaws of USCC Healthcare Management Corp.
	3.27	Amended and Restated Articles of Incorporation of Coastal Oncology, Inc.
	3.28	Amended and Restated Bylaws of Coastal Oncology, Inc.
	3.29	Restated Articles of Incorporation of Fountain Valley & Anaheim Radiation Oncology Centers, Inc.
	3.30	Amended and Restated Bylaws of Fountain Valley & Anaheim Radiation Oncology Centers, Inc.
	3.31	Articles of Amendment to the Articles of Incorporation of Manatee Radiation Oncology, Inc.
	3.32	Bylaws of Manatee Radiation Oncology, Inc.
	3.33	Amended and Restated Articles of Incorporation of Venice Oncology Center, Inc.
	3.34	Amended and Restated Bylaws of Venice Oncology Center, Inc.
	3.35	Amended and Restated Articles of Incorporation of Sarasota County Oncology, Inc.
	3.36	Amended and Restated Bylaws of Sarasota County Oncology, Inc.
	3.37	Amended and Restated Articles of Incorporation of Sarasota Radiation & Medical Oncology Center, Inc.
	3.38	Amended and Restated Bylaws of Sarasota Radiation & Medical Oncology Center, Inc.
	3.39	Articles of Organization of JAXPET, LLC.
	3.40	Operating Agreement of JAXPET, LLC.
	3.41	First Amendment to the Operating Agreement of JAXPET, LLC.
	3.42	Second Amendment to the Operating Agreement of JAXPET, LLC.
	3.43	Amended and Restated Articles of Incorporation of Charlotte Community Radiation Oncology, Inc.
	3.44	Amended and Restated Bylaws of Charlotte Community Radiation Oncology, Inc.
	3.45	Amended and Restated Articles of Incorporation of Englewood Oncology, Inc.
	3.46	Amended and Restated Bylaws of Englewood Oncology, Inc.
	3.47	Articles of Incorporation of Interhealth Facility Transport, Inc.
	3.48	Bylaws of Interhealth Facility Transport, Inc.
	3.49	Articles of Organization of JAXPET/Positech, LLC.
	3.50	Amended and Restated Operating Agreement of JAXPET/Positech, LLC.
	4.1	Specimen Stock Certificate.

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Exhibit		Description
	4.2	Indenture, dated as of May 13, 2010, among OnCure Holdings, Inc., the Guarantors and Wilmington Trust FSB, as Trustee.
	4.3	Form of 113/4% Senior Secured Note due 2017 (included as Exhibit A to Exhibit 4.2).
	4.4	Form of Guarantee relating to the 113/4% Senior Secured Notes due 2017 (included as Exhibit E to Exhibit 4.2).
	4.5	Registration Rights Agreement, dated as of May 13, 2010, among OnCure Holdings, Inc., the Guarantors, and Jefferies & Company, Inc.
	5.1	Opinion of Latham & Watkins LLP.
	5.2	Opinion of Smith, Hulsey & Busey, P.A.
	10.1	Employment Agreement of L. Duane Choate, dated February 17, 2010.
	10.2	Employment Agreement of Russell D. Phillips, Jr., dated August 18, 2006.
	10.3	First Amendment to Employment Agreement of Russell D. Phillips, Jr., dated December 17, 2008.
	10.4	Second Amendment to Employment Agreement of Russell D. Phillips, Jr., dated March 1, 2009.
	10.5	Employment Agreement of William L. Pegler, dated August 18, 2006.
	10.6	First Amendment to Employment Agreement of William L. Pegler, dated December 17, 2008.
	10.7	Second Amendment to Employment Agreement of William L. Pegler, dated March 1, 2009.
	10.8	Agreement Not to Compete of Shyam B. Paryani, M.D., dated 18, 2006.
	10.9	Agreement Not to Compete of Russell D. Phillips, Jr., dated August 18, 2006.
	10.10	Agreement Not to Compete of William L. Pegler, dated August 18, 2006.
	10.11	Employment Agreement of Joseph Stork, dated March 1, 2008.
	10.12	First Amendment to Employment Agreement of Joseph Stork, dated December 17, 2008.
	10.13	Second Amendment to Employment Agreement of Joseph Stork, dated March 1, 2009.
	10.14	Employment Agreement of David S. Chernow, dated May 17, 2007.
	10.15	First Addendum to Employment Agreement of David S. Chernow, dated July 30, 2007.
	10.16	Second Amendment to Employment Agreement of David S. Chernow, dated December 17, 2008.
	10.17	Third Amendment to Employment Agreement of David S. Chernow, dated March 1, 2009.
	10.18	Separation Agreement of David S. Chernow, dated February 19, 2010.
	10.19	OnCure Holdings, Inc. Equity Incentive Plan, as amended.
	10.20	Form of Incentive Stock Option Agreement under the OnCure Holdings, Inc. Equity Incentive Plan.
	10.21	Form of Incentive Stock Option Agreement for Executive Management under the OnCure Holdings, Inc. Equity Incentive Plan.

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Exhibit		Description
	10.22	Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the OnCure Holdings, Inc. Equity Incentive Plan.
	10.23	Form of Non-Qualified Rollover Stock Option Agreement under the OnCure Holdings, Inc. Equity Incentive Plan.
	10.24	Amended OnCure Holdings, Inc. 2009 Executive Incentive Plan.
	10.25	Credit Agreement, dated as of May 13, 2010, among Oncure Medical Corp., each of the subsidiaries of OnCure Holdings, Inc. signatory thereto, OnCure Holdings, Inc., General Electric Capital Corporation and Wells Fargo Capital Finance, Inc.
	10.26	Guaranty and Security Agreement, dated as of May 13, 2010, among Oncure Medical Corp., each of the subsidiaries of OnCure Holdings, Inc. signatory thereto, OnCure Holdings, Inc. and General Electric Capital Corporation.
	10.27	Intercreditor Agreement, dated as of May 13, 2010, among General Electric Capital Corporation, Wilmington Trust FSB, Oncure Medical Corp. and the subsidiaries of OnCure Holdings, Inc. signatory thereto.
	10.28	Subordination Agreement, dated as of May 13, 2010, among OnCure Holdings, Inc., Oncure Medical Corp., Genstar Capital, LLC and General Electric Capital Corporation.
	10.29	Investor Rights Agreement, dated as of August 18, 2006, among OnCure Holdings, Inc., Genstar Capital Partners IV, L.P., Stargen IV, L.P., Caisse de Dépôt et Placement du Québec, Ares Capital Corporation, Florida Radiation Oncology Group, and the other signatories thereto.
	10.30	Form of OnCure Holdings, Inc. Stockholders Agreement.
	10.31	Advisory Services Agreement, dated as of August 18, 2006, between Oncure Medical Corp. and Genstar Capital, LLC.
	10.32	Lease Agreement, dated November 29, 2007, between Corporex Inverness, LLC and Oncure Medical Corp.
	10.33	Office Space Lease, dated November 27, 2007, between The Irvine Company LLC and Oncure Medical Corp.
	10.34	Office Lease, dated November 1, 2002, between 8th City Landowners and USCC Florida Acquisition Corp.
	10.35	Office Lease, dated October 1, 1999, between 6th City Landowners and U.S. Cancer Care Acquisition Corp.
	10.36	Addendum to 6th City Landowners and U.S. Cancer Care Office Lease dated October 1, 1999, effective October 1, 2004.
	10.37	Lease Agreement, dated February 1, 2003, between Ninth City Land Owners and USCC Florida Acquisition Corp.
	10.38	Amendment Number One to Lease Agreement, dated February 1, 2003, between Ninth City Land Owners and USCC Florida Acquisition Corp., effective March 1, 2004.
	10.39	Lease Agreement, dated February 1, 2001, between CROMG, LLC (f/k/a CROMG Partners) and Coastal Oncology, Inc. (f/k/a Coastal Radiation Oncology Medical Group, Inc.).

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Exhibit			Description
	10.40		Lease Agreement, dated February 1, 2001, between Cabrillo Radiation, LLC (f/k/a Ventura Building Partnership) and Coastal Oncology, Inc. (f/k/a Coastal Radiation Oncology Medical Group, Inc.).
	10.41		Lease Agreement, dated February 1, 2001, between Santa Maria Radiation, LLC (f/k/a Santa Maria Building Partnership) and Coastal Oncology, Inc. (f/k/a Coastal Radiation Oncology Medical Group, Inc.).
	10.42		Lease Agreement, dated February 1, 2001, between Santa Maria Radiation, LLC (f/k/a Santa Maria Building Partnership) and Coastal Oncology, Inc. (f/k/a Coastal Radiation Oncology Medical Group, Inc.).
	10.43		Lease Agreement, dated February 1, 2001, between TROC, LLC (f/k/a TROC Building Partnership) and Coastal Oncology, Inc. (f/k/a Coastal Radiation Oncology Medical Group, Inc.).
	10.44		Management Services Agreement, dated as of March 1, 2005, among USCC Florida Acquisition Corp., FROG Oncure Southside, LLC, Oncure Medical Corp. and Integrated Community Oncology Network, LLC.
	10.45		Management Services Agreement, dated as of August 1, 2005, between JAXPET, LLC and Integrated Community Oncology Network, LLC, dba PET/CT Center of North Florida and Cyclotron Center of North East Florida.
	10.46		Management Services Agreement, dated as of February 16, 2006, between U.S. Cancer Care, Inc. and Coastal Radiation Oncology Medical Group, Inc.
	10.47		Management Services Agreement, dated as of September 1, 2005, between Coastal Oncology, Inc. (f/k/a Coastal Radiation Oncology Medical Group, Inc.) and Neuroscience Gamma Knife Center of Southern California, LLC.
	10.48		First Amendment to Management Services Agreement, dated as of September 1, 2005, between Coastal Oncology, Inc. (f/k/a Coastal Radiation Oncology Medical Group, Inc.) and Neuroscience Gamma Knife Center of Southern California, LLC., effective February 16, 2006.
	10.49		Second Amendment to Management Services Agreement, dated as of September 1, 2005, between Coastal Oncology, Inc. (f/k/a Coastal Radiation Oncology Medical Group, Inc.) and Neuroscience Gamma Knife Center of Southern California, LLC., effective March 1, 2007.
	12.1		Statement Regarding the Computation of Ratio of Earnings to Fixed Charges.
	21.1		Subsidiaries of the Registrant.
	23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
	23.3		Consent of Smith, Hulsey & Busey, P.A. (included in Exhibit 5.2).
	24.1		Power of Attorney (included on signature page of this Registration Statement).
	25.1		Statement of Eligibility of Wilmington Trust FSB to act as trustee under the Indenture dated as of May 13, 2010 under the Trust Indenture Act of 1939.
	99.1	*	Letter of Transmittal with respect to the Exchange Offer.
	99.2	*	Notice of Guaranteed Delivery with respect to the Exchange Offer.
	99.3	*	Letter to DTC Participants regarding the Exchange Offer.
	99.4	*	Letter to Beneficial Owners regarding the Exchange Offer.

*

To be filed by amendment.

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ITEM 22.    UNDERTAKINGS

        The following undertakings are made by each of the undersigned registrants:

(a)

The undersigned registrant hereby undertakes:



(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.



(ii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.



(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

        The undersigned registrant hereby undertakes that every prospectus (1) that is filed pursuant to the immediately preceding paragraph or (2) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses

II-10

incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by final adjudication of such issue.

        The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Arapahoe, State of Colorado, on October 21, 2010.

ONCURE HOLDINGS, INC.
By:	/s/ TIMOTHY A. PEACH
	Timothy A. Peach
	Chief Financial Officer & Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below hereby authorizes and appoints Timothy A. Peach and Russell D. Phillips, Jr., and each of them, with full power to act without the other, as attorney-in-fact and agent, with full power of substitution and resubstitution, to sign on his or her behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments, to this prospectus and other documents in connection therewith, with the SEC, granting to said attorney-in-fact and agent full power and authority to perform any other act on behalf of the undersigned required to be done in the premises.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ SHYAM B. PARYANI, M.D. Shyam B. Paryani, M.D.	Chairman of the Board of Directors	October 21, 2010
/s/ L. DUANE CHOATE L. Duane Choate	President, Chief Executive Officer and Director (Principal Executive Officer)	October 21, 2010
/s/ TIMOTHY A. PEACH Timothy A. Peach	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	October 21, 2010
/s/ STANLEY M. MARKS, M.D. Stanley M. Marks, M.D.	Director	October 21, 2010
/s/ JONATHAN R. STELLA, M.D. Jonathan R. Stella, M.D.	Director	October 21, 2010
/s/ JAMES D. NADAULD James D. Nadauld	Director	October 21, 2010
/s/ ROBERT J. WELTMAN Robert J. Weltman	Director	October 21, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Arapahoe, State of Colorado, on October 22, 2010.

Oncure Medical Corp. Fountain Valley & Anaheim Radiation Oncology Centers, Inc. Manatee Radiation Oncology, Inc. MICA FLO II, Inc. Mission Viejo Radiation Oncology Medical Group, Inc. U.S. Cancer Care, Inc. USCC Acquisition Corp. USCC Florida Acquisition Corp. USCC Healthcare Management Corp. Sarasota Radiation & Medical Oncology Center, Inc. Venice Oncology Center, Inc. Englewood Oncology, Inc. Charlotte Community Radiation Oncology, Inc. Interhealth Facility Transport, Inc. Sarasota County Oncology, Inc. Santa Cruz Radiation Oncology Management Corp. Coastal Oncology, Inc.

By:

/s/ TIMOTHY A. PEACH Timothy A. Peach Chief Financial Officer & Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below hereby authorizes and appoints Timothy A. Peach, with full power to act without the other, as attorney-in-fact and agent, with full power of substitution and resubstitution, to sign on his or her behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments, to this prospectus and other documents in connection therewith, with the SEC, granting to said attorney-in-fact and agent full power and authority to perform any other act on behalf of the undersigned required to be done in the premises.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ L. DUANE CHOATE L. Duane Choate	President, Chief Executive Officer and Director (Principal Executive Officer)	October 21, 2010
/s/ TIMOTHY A. PEACH Timothy A. Peach	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	October 21, 2010
/s/ RUSSELL D. PHILLIPS, JR. Russell D. Phillips, Jr.	Executive Vice President, Secretary and Director	October 21, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Arapahoe, State of Colorado, on October 22, 2010.

Jaxpet, LLC
By:	Its Sole Manager and Member
USCC Florida Acquisition Corp.
By:	/s/ L. DUANE CHOATE L. Duane Choate President and Chief Executive Officer

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Arapahoe, State of Colorado, on October 22, 2010.

Jaxpet/Positech, LLC
By:	Its Sole Manager and Member
Jaxpet, LLC
By:	Its Sole Manager and Member
USCC Florida Acquisition Corp.
By:	/s/ L. DUANE CHOATE L. Duane Choate President and Chief Executive Officer

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Arapahoe, State of Colorado, on October 22, 2010.

Pointe West Oncology, LLC
By:	Its Members
Oncure Medical Corp.
By:	/s/ L. DUANE CHOATE L. Duane Choate President and Chief Executive Officer
Mica Flo II, Inc.
By:	/s/ L. DUANE CHOATE L. Duane Choate President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act, this registration statement has been signed in respect of the registrant above by the following persons in the capacities and on the dates indicated.

/s/ L. DUANE CHOATE L. Duane Choate	Manager	October 22, 2010
/s/ TIMOTHY A. PEACH Timothy A. Peach	Manager	October 22, 2010
/s/ RUSSELL D. PHILLIPS, JR. Russell D. Phillips, Jr.	Manager	October 22, 2010

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Arapahoe, State of Colorado, on October 22, 2010.

Radiation Oncology Center, LLC
By:	Its Sole Manager and Member
Oncure Medical Corp.
By:	/s/ L. DUANE CHOATE L. Duane Choate President and Chief Executive Officer

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ONCURE HOLDINGS, INC.

ARTICLE I

The name of the corporation is OnCure Holdings, Inc. (the “Corporation”).

ARTICLE II

The address of this Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE HI

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

The total number of shares of stock which the Corporation shall have authority to issue is Fifty-One Million (51,000,000), divided into Fifty Million (50,000,000) shares of Common Stock, $0.001 par value per share, and One Million (1,000,000) shares of Preferred Stock, $0.001 par value per share. The Preferred Stock may be issued in one or more series, of which one such series shall be denominated “Series A Preferred Stock.” The Series A Preferred Stock shall consist of One Million (1,000,000) shares.

The terms and provisions of the Series A Preferred Stock are as follows:

1.Definitions.

(a)“Distribution” means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend of Common Stock or other securities or rights convertible into or entitling the holder to acquire such Common Stock or other securities solely in connection with a stock split or stock dividend).

(b)“Liquidation Preference” shall mean, with respect to a share of Series A Preferred Stock, $3.50 per share plus an amount equal to accrued but unpaid dividends on such share, as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like.

(c)“Original Issue Price” shall mean $3.50 per share for the Series A Preferred Stock, as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like.

2.Dividends.

(a)Treatment of Preferred. The Series A Preferred Stock shall be entitled to receive cumulative compounding dividends at the rate of 9% per annum of the Original Issue Price out of any assets at the time legally available therefor when, as and if declared by the Board of Directors, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock solely in connection with a stock dividend or stock split) on the Common Stock. Such dividends shall accrue on each share from and after the date of issuance, on a daily basis, whether or not declared.

In the event the Corporation shall make a Distribution with respect to the Common Stock, the holders of the Series A Preferred Stock shall be entitled to receive a proportionate share of any such Distribution as though they were the holders of the number of shares of Common Stock into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock entitled to receive such Distribution.

(b)Priority of Dividends. The Corporation shall make no Distribution to the holders of shares of Common Stock except in accordance with this Section 2.

3.Liquidation Rights.

(a)Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation (“Liquidation”), either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, out of the assets of the Corporation, the Liquidation Preference specified for each share of Series A Preferred Stock then held by them before any payment shall be made or any assets distributed to the holders of Common Stock. The Liquidation Preference may, in the discretion of the Board, be paid in cash or other assets of the Corporation.

(b)Priority. If upon the Liquidation of the Corporation, the assets to be distributed among the holders of the Series A Preferred Stock are insufficient to permit the payment to such holders of the full Liquidation Preference for their shares, then the entire assets of the Corporation legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock in proportion to the numbers of shares of Series A Preferred Stock held by them multiplied by the Liquidation Preference for such shares of Series A Preferred Stock.

(c)Remaining Assets. Upon the completion of the distribution required by subsections (a) and (b) of this Section 3, the remaining assets of the Corporation available for distribution to stockholders shall be distributed on a pro rata basis among the holders of Common Stock and Series A Preferred Stock (on an as converted to Common Stock basis).

(d)Reorganizations and Mergers. For purposes of this Section 3, a Liquidation shall he deemed to be occasioned by, or to include, (a) the acquisition of the Corporation or OnCURE Medical Corp. by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but excluding any

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merger effected exclusively for the purpose of changing the domicile of the Corporation); or (b) a sale of all or substantially all of the assets of the Corporation or OnCURE Medical Corp; provided, however, that, in each such case, the applicable transaction shall not be deemed a Liquidation unless the Corporation’s stockholders of record as constituted immediately prior to such acquisition or sale by virtue of their holdings in the Corporation hold less than 50% of the voting power of the surviving or acquiring entity.

4.Voting. Except as otherwise expressly provided herein or as required by law, the holders of Series A Preferred Stock and the holders of Common Stock shall vote together and not as separate classes:

(a)Preferred Stock. Each holder of shares of Series A Preferred Stock shall be entitled to one vote for each share of Common Stock issuable upon conversion of such holder’s shares of Series A Preferred Stock held by such holder. The holders of shares of the Series A Preferred Stock shall be entitled to vote on all matters on which the Common Stock shall be entitled to vote.

(b)Common Stock. Each holder of shares of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder.

5.Redemption.

(a)The Series A Preferred Stock shall be redeemable as follows:

(i)The Corporation (x) shall redeem, if it may lawfully do so and is not otherwise restricted by any agreements with its lenders, from any source of funds legally available therefor, all Series A Preferred Stock on February 18, 2014 and (y) may redeem from time to time, if it may lawfully do so and is not otherwise restricted by any agreements with its lenders, from any source of funds legally available therefor, all or a portion of the Series A Preferred Stock. Any date on which a redemption is made pursuant to the immediately preceding sentence is referred to herein as a “Redemption Date.” The Corporation shall effect such redemption on a Redemption Date by paying, in exchange for each share of Series A Preferred Stock to be redeemed, a cash amount equal to the Original Issue Price per share plus all accrued but unpaid dividends on such share (the “Redemption Price”).

(ii)The Corporation shall deliver to all holders of the Series A Preferred Stock to be redeemed no later than ten (10) business days prior to the Redemption Date a notice (the “Redemption Notice”) specifying (A) the percentage of Series A Preferred Stock being redeemed; (B) the applicable Redemption Price for the shares to be redeemed; and (C) the place at which such holders may obtain payment of the applicable Redemption Price upon surrender of their share certificates. If the Corporation does not have sufficient funds legally available to redeem all shares to be redeemed at the Redemption Date then it shall redeem the shares of Series A Preferred Stock with equal priority and pro rata (based on the portion of the aggregate applicable Redemption Price payable with respect to them) to the extent possible and shall redeem the remaining shares to be redeemed as soon as sufficient funds are legally available. The Conversion Rights (as defined below) with respect to any shares of Series A Preferred Stock

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redeemed pursuant to this Section 5 shall terminate as of the Redemption Date, unless default is made in payment of the Redemption Price.

(b)On or after each Redemption Date, each holder of shares of Series A Preferred Stock to be redeemed shall surrender such holder’s certificates representing such shares to the Corporation in the manner and at the place designated in the Redemption Notice, and thereupon the applicable Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by such certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after each Redemption Date, unless there shall have been a default in payment of the applicable Redemption Price or the Corporation is unable to pay the applicable Redemption Price due to not having sufficient legally available funds, all rights of the holders of shares of Series A Preferred Stock to be redeemed (except the right to receive the applicable Redemption Price upon surrender of their certificates) shall cease and terminate with respect to such shares of Series A Preferred Stock to be redeemed on such Redemption Date, provided that in the event that shares of Series A Preferred Stock are not redeemed due to a default in payment by the Corporation of the Redemption Price or because the Corporation does not have sufficient legally available funds therefor, such shares of Series A Preferred Stock shall remain outstanding and shall be entitled to all of the rights and preferences provided herein.

6.Conversion. The holders of the Series A Preferred Stock shall have the following conversion rights (“Conversion Rights”):

(a)Any shares of Series A Preferred Stock may, at the option of the holder, be converted at any time into fully paid and nonassessable shares of Common Stock upon surrender of the certificate or certificates therefor, duly endorsed, at the office of the Corporation together with written notice to the Corporation that such holder elects to convert the same. Each share of Series A Preferred Stock shall automatically be converted into Common Stock upon the first to occur of (i) the election of holders of a majority of the then outstanding Series A Preferred Stock or (ii) the closing of an underwritten initial public offering of Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended, as a result of which the common equity of the Corporation shall have an aggregate value, based on the price of such Common Stock offered to the public of at least $150,000,000. The number of shares of Common Stock issuable upon conversion of each share of Series A Preferred Stock shall be equal to the Original Issue Price plus all accrued but unpaid dividends on such share divided by the Conversion Price. The “Conversion Price” shall initially be equal to the Original Issue Price and shall be subject to adjustment as set forth in this Section 6.

(b)In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons or assets (excluding cash dividends), then, in each such case for the purpose of this Section 6(b), the holders of the Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock entitled to receive such distribution.

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(c)If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Article FOURTH), provision shall be made so that the holders of the Series A Preferred Stock shall thereafter be entitled to receive upon conversion of the Series A Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights of the holders of the Series A Preferred Stock after the recapitalization to the end that provisions as nearly equivalent as may be practicable to the provisions of this Section 6 shall be applicable after that event.

(d)If the Corporation shall issue, after the date upon which any shares of Series A Preferred Stock were first issued (the “Purchase Date”), any Additional Stock (as defined below) without consideration or for a consideration per share less than the then applicable Conversion Price, the Conversion Price for the Series A Preferred Stock in effect immediately prior to each such issuance shall forthwith (except as otherwise provided below) be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Additional Stock so issued.

“Additional Stock” shall mean any shares of Common Stock issued by the Corporation after the Purchase Date other than (i) the issuance of Common Stock to employees, consultants, officers or directors of the Company pursuant to stock purchase or stock option plans or agreements approved by the Corporation’s Board of Directors; (ii) the issuance of Common Stock in connection with acquisition transactions; (iii) the issuance of Common Stock to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions; (iv) shares of Common Stock issued upon conversion of shares of Series A Preferred Stock; (v) the issuance of Common Stock in a public offering; (vi) the issuance of Common Stock pursuant to currently outstanding options, warrants, notes, or other rights to acquire securities of the Company; or (vii) stock splits, stock dividends or like transactions.

(e)No fractional shares shall be issued upon conversion of the Series A Preferred Stock and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share, but shall in no event equal less than one (1) share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is converting into Common Stock, and the number of shares of Common Stock issuable upon such aggregate conversion of Series A Preferred Stock.

(f)The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A

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Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

7.Amendments and Changes. The Corporation shall not, without first obtaining the approval (by vote or consent as provided by law) of a majority of the votes represented by all of the shares of Series A Preferred Stock then outstanding (a) alter or change the rights, preferences and privileges of the Series A Preferred Stock so as to affect materially and adversely the shares of such Series, (b) increase or decrease the number of authorized shares of Series A Preferred Stock or (c) authorize the issuance of securities having a preference over or on a par with the Series A Preferred Stock.

ARTICLE V

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

ARTICLE VI

Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VII

No director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

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EX-3.2

Exhibit 3.2

 AMENDED AND RESTATED BYLAWS

OF

ONCURE HOLDINGS, INC.

AMENDED AND RESTATED BYLAWS

OF

ONCURE HOLDINGS, INC.

TABLE OF CONTENTS

		Page
ARTICLE I OFFICES		1
Section 1.	REGISTERED OFFICES	1
Section 2.	OTHER OFFICES
ARTICLE II MEETINGS OF STOCKHOLDERS		1
Section 1.	PLACE OF MEETINGS	1
Section 2.	ANNUAL MEETING OF STOCKHOLDERS	1
Section 3.	QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF	1
Section 4.	VOTING	1
Section 5.	PROXIES	2
Section 6.	SPECIAL MEETINGS	2
Section 7.	NOTICE OF STOCKHOLDERS’ MEETINGS	2
Section 8.	MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST	2
Section 9.	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING	2
ARTICLE III DIRECTORS		3
Section 1.	THE NUMBER OF DIRECTORS	3
Section 2.	VACANCIES	3
Section 3.	POWERS	4
Section 4.	PLACE OF DIRECTORS’ MEETINGS	4
Section 5.	REGULAR MEETINGS	4
Section 6.	SPECIAL MEETINGS	4
Section 7.	QUORUM	4
Section 8.	ACTION WITHOUT MEETING	4
Section 9.	TELEPHONIC MEETINGS	4
Section 10.	COMMITTEES OF DIRECTORS	5
Section 11.	MINUTES OF COMMITTEE MEETINGS	5
Section 12.	COMPENSATION OF DIRECTORS	5
ARTICLE IV OFFICERS		5
Section 1.	OFFICERS	5
Section 2.	ELECTION OF OFFICERS	5
Section 3.	SUB ORDINATE OFFICERS	6
Section 4.	COMPENSATION OF OFFICERS	6
Section 5.	TERM OF OFFICE; REMOVAL AND VACANCIES	6
Section 6.	CHAIRMAN OF THE BOARD	6

Section 7.	THE CHIEF EXECUTIVE OFFICER	6
Section 8.	THE PRESIDENT	6
Section 9.	VICE PRESIDENTS	6
Section 10.	SECRETARY	7
Section 11.	ASSISTANT SECRETARY	7
Section 12.	TREASURER	7
ARTICLE V INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS		7
Section 1.	INMNIFICATION BY CORPORATION	7
ARTICLE VI CERTIFICATES OF STOCK		8
Section 1.	CRTIFICATES	8
Section 2.	SGNATURES ON CERTIFICATES	8
Section 3.	STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES	8
Section 4.	LOST CERTIFICATES	8
Section 5.	TRANSFERS OF STOCK	9
Section 6.	FIXED RECORD DATE	9
Section 7.	REGISTERED STOCKHOLDERS	9
ARTICLE VII GENERAL PROVISIONS		9
Section 1.	DVIDENDS	9
Section 2.	PAYMENT OF DIVIDENDS; DIRECTORS’ DUTIES	9
Section 3.	CHECKS	10
Section 4.	FISCAL YEAR	10
Section 5.	CORPORATE SEAL	10
Section 6.	MANNER OF GIVING NOTICE	10
Section 7.	WAIVER OF NOTICE	10
Section 8.	ANNUAL STATEMENT	10
ARTICLE VIII AMENDMENTS		10
Section 1.	AENDMENT BY DIRECTORS OR STOCKHOLDERS	10

AMENDED AND RESTATED BYLAWS
OF
ONCURE HOLDINGS, INC.

ARTICLE. I
OFFICES

Section 1.REGISTERED OFFICES. The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is The Corporation Trust Company.

Section 2.OTHER OFFICES. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.PLACE OF MEETINGS. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the corporation.

Section 2.ANNUAL MEETING OF STOCKHOLDERS. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted. 

Section 3.QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. .A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 4.VOTING. When a quorum is present at any meeting, in all matters other than the election of directors, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, or the

Certificate of Incorporation, or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Section 5.PROXIES. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation on the record date set by the Board of Directors as provided in Article VI,Section 6 hereof.

Section 6.SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary · at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed. meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7.NOTICE OF STOCKHOLDERS’ MEETINGS. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

Section 8.MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place’shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 9.STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise provided in the Certificate of Incorporation,

any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section 9 to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III DIRECTORS

Section 1.THE NUMBER OF DIRECTORS. The number of directors which shall constitute the whole Board shall be not less than 2 nor more than 10 directors. The exact number shall be determined from time to time by resolution of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding. Until otherwise determined by such resolution, the Board shall initially consist of five (5) directors. The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be . removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

Section 2. · VACANCIES. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the

right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, onto replace the directors chosen by the directors then in office.

Section 3.POWERS. The property and business of the corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and -authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 4.PLACE OF DIRECTORS’ MEETINGS. The directors may hold their meetings and have one or more offices, and keep the books of the corporation outside of the State of Delaware.

Section 5.REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 6.SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President on forty-eight hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the. President or the Secretary in like manner and on like notice on the written request of two directors unless the Board consists of only one director; in which case special meetings shall be called by the President or Secretary in like manner or on like notice on the written request of the sole director.

Section 7.QUORUM. At all meetings of the 13oard of Directors one-third of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 8.ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 9.TELEPHONIC MEETINGS. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications. equipment by means of which all persons participating in the meeting can hear each Other, and such participation in a meeting shall constitute presence in person at Such meeting.

Section 10.COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 11.MINUTES OF COMMITTEE MEETINGS. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12.COMPENSATION OF DIRECTORS. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV OFFICERS

Section 1.OFFICERS. The officers of this corporation shall be chosen by the Board of Directors and shall include a Chairman of the Board of Directors or a President, or both, a Secretary and a Treasurer. The corporation may also have at the discretion of the Board of Directors such other officers as are desired and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2.ELECTION OF OFFICERS. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the corporation.

Section 3.SUBORDINATE OFFICERS. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4.COMPENSATION OF OFFICERS. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 5.TERM OF OFFICE; REMOVAL AND VACANCIES. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 6.CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. If there is no Chief Executive Officer, the Chairman of the Board shall, in addition, have the powers and duties prescribed in Section 7 of this Article IV.

Section 7.THE CHIEF EXECUTIVE OFFICER. The Board of Directors shall designate whether the Chairman of the Board, if one shall have been chosen, or the President shall be the Chief Executive Officer of the corporation. If the Chief Executive Officer has not been chosen, then the President shall be the Chief Executive Officer of the corporation. The Chief Executive Officer shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation, unless otherwise provided by the Board of Directors. The Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, the Chief Executive Officer shall preside at all meetings of the Board of Directors and shall see that orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have general powers of supervision and shall be the final arbiter of all differences between officers of the corporation and his/her decision as to any matter affecting the corporation shall be final and binding as between the officers of the corporation subject only to the Board of Directors.

Section 8.THE PRESIDENT. In the absence of the Chief Executive Officer or in the event of his inability or refusal to act, if the Chairman of the Board has been designated · Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. At all other times the President shall have the active management of the business of the Corporation under the general supervision of the Chief Executive Officer. In general, the President shall perform all duties incident to the office of president and such other duties as the Chief Executive Officer, or the Board of Directors may from time to time prescribe.

Section 9.VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President,

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and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title.

Section 10. SECRETARY. The Secretary shall attend all sessions of the’ Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He shall keep in safe custody the seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 11. ASSISTANT SECRETARY. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SectiOn 12.. ‘TREASURER. The Treasurer shall be the Chief Financial Officer of the corporation and shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys, and,other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the.Board of Directors. He shall disburse,the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the. Board of Directors, for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 1.. INDEMNIFICATION BY CORPORATION. To the extent permitted by law, as the same exists or may hereafter be amended (but, in case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) the corporation shall indemnify any person against any and all judgments, fines, and

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amounts paid in settling or otherwise disposing of actions or threatened actions, and expenses in connection therewith, incurred by reason of the fact that such person, such person’s testator or intestate is or was a director or officer of the corporation or of any other corporation of any type or kind, domestic or foreign, which such person served in any capacity at the request of the corporation. To the extent permitted by law, expenses so incurred by any such person in defending a civil or criminal action or proceeding shall at such person’s request be paid by the corporation in advance of the final disposition of such action or proceeding.

ARTICLE VI
CERTIFICATES OF STOCK

Section 1.CERTIFICATES. Every holder of stock of the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer of the corporation, certifying the number of shares represented by the certificate owned by such stockholder in the corporation.

Section 2.SIGNATURES ON CERTIFICATES. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed, upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3.STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 4.LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatiVe, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct

as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.TRANSFERS OF STOCK. Upon surrender to the corporation, or the transfer agent of the corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6.FIXED RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors’ may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

Section 7.REGISTERED STOCKHOLDERS. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VII
GENERAL PROVISIONS

Section 1.DIVIDENDS. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of IncorpOration.

Section 2.PAYMENT OF DIVIDENDS; DIRECTORS’ ‘DUTIES. Before payment of any dividend there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directois may abolish any such reserve.

Section 3.CHECKS. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 4.FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 5.CORPORATE. SEAL. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6.MANNER OF GIVING NOTICE. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 7.WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 8.ANNUAL STATEMENT. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement’of the business and condition of the corporation.

ARTICLE VIII

AMENDMENTS

Section 1.AMENDMENT BY DIRECTORS OR STOCKHOLDERS. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of . · Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to, adopt, amend or repeal Bylaws.

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EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

OF

MICA FLO II, INC.

FIRST.The name of this corporation shall be:

MICA FLO II, INC.

SECOND.Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD.The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH.The total number of shares of stock which this corporation is authorized to issue is:

One Thousand Five Hundred (1,500) Without Par Value

FIFTH.The name and mailing address of the incorporator is as follows:.

Kerry Spittel
Corporation Service Company 1013 Centre Road
Wilmington, DE 19805

SIXTH.The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this certificate of incorporation this twenty-ninth day of April, A.D. 1998.

/s/ Kerry Spittel

Kerry Spittel

Incorporator

EX-3.4

Exhibit 3.4

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF MICA FLO II, Inc.

MICA FLO II, INC.               , a corporation organized and existing under and by virtue of the general corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST.                   That the Board of Directors of said corporation, at a meeting duly convened and held, adopted the following resolution:

RESOLVED that the Board of Directors hereby declares it advisable and in the best interest of the Company that Article FIRST of the Certificate of Incorporation be amended to read as follows:

FIRST:                   The name of this corporation shall be:

MICA FLO II, Inc.

SECOND.              That the said amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD.                 That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the general Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, SAID CORPORATION HAS caused this Certificate to be signed by Joseph Paul                                        its President, and attested by Francis J. Harkins, Jr.                                  its Secretary, this 4th                                                                                  day of May                                              A.D. 1998.

EX-3.5

Exhibit 3.5

BYLAWS
OF
MICA FLO II, INC.
(a Delaware corporation)

ARTICLE I

Stockholders

Section 1.1             Annual Meeting.  An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time.  Any other proper business may be transacted at the annual meeting.

Section 1.2             Special Meetings.  Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors or the President.  Special meetings may not be called by any other person or persons.

Section 1.3             Notice of Meetings.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.  If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 1.4             Adjournments.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5             Quorum.  At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these bylaws, the holders of a majority of the outstanding shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum.  In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these bylaws until a quorum is present.

Section 1.6             Organization.  Meetings of stockholders shall be presided over by the person designated by the Board of Directors.  The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7             Voting Proxies.  Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by the stockholder that has voting power upon the matter in question.  Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years after its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation.  Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine.  At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect directors, unless otherwise provided in the certificate of incorporation.  All other elections and questions shall, unless otherwise provided by law or by the certificate of incorporation or these bylaws, be decided by the vote of holders of a majority of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting, provided that (except as otherwise required by law or by the certificate of incorporation) the Board of Directors may require a larger vote upon any election or question.

Section 1.8             Fixing Date for Determination of Stockholders of Record.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not preclude the date upon which the resolution fixing the record date is adopted by the Board of Directors.  The record date for determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

The record date to determine the stockholders entitled to consent to corporate action in writing without a meeting shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the

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Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 1.9             List of Stockholders Entitled to Vote.  The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 1.10           Action by Consent of Shareholders.  Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less that the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1             Number of Qualifications.  The number of directors shall be determined from time to time by resolution of the Board of Directors.  Directors need not be stockholders.

Section 2.2             Elections; Resignation; Removal; Vacancies.  The Board of Directors shall initially consist of the persons elected as such by the incorporator.  At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect Directors to replace those Directors whose terms then expire.  Any Director may resign at any time upon written notice to the Corporation.  Stockholders may remove Directors with or without cause.  Any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each Director so elected shall hold office until the expiration of the term of office of the Director whom he has replaced.

Section 2.3             Regular Meetings.  Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such time as the Board of

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Directors may from time to time determine, and if so determined notices thereof need not be given.

Section 2.4             Special Meetings.  Special meetings of the Board of Directors maybe held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors.  Reasonable notice thereof shall be given by the person or persons calling the meeting, not later than the second day before the date of the special meeting.

Section 2.5             Telephonic Meetings Permitted.  Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.

Section 2.6             Quorum Vote Required for Action.  At all meetings of the Board of Directors a majority of the whole Board shall constitute a quorum for the transaction of business.  Except in cases in which the certificate of incorporation or these bylaws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7             Organization.  Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by a chairman chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8             Action by Directors by Written Consent.  Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

Committees

Section 3.1             Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of the committee, the member or members present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the

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business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority to amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law, fix the designation and any of the preferences or rights of the shares), adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of dissolution, or amend these bylaws; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 3.2             Committee Rules.  Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business.  In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of then bylaws.

ARTICLE IV

Officers

Section 4.1             Executive Officers; Election; Qualification; Term of Office; Resignation; Removal; Vacancies.  The Board shall choose a Chief Executive Officer, President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members.  The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers.  Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding this election, and until his successor is elected and qualified or until his earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.  Any number of offices may be held by the same person.  Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.2             Powers and Duties of Executive Officers.  The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.

ARTICLE V

Stock

Section 5.1             Certificates.  Every holder of stock shall be entitled to have a certificate representing the number of shares owned by him in the Corporation signed by or in the name of

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the Corporation by the Chief Executive Officer, the President or a Vice President, and by the Treasurer or the Secretary of the Corporation.  Any of or all the signatures on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 5.2             Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.  The Corporation may issue a new certificate of stock in the place of any certificate issued by it that is alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate or the issuance of the new certificate.

ARTICLE VI

Miscellaneous

Section 6.1             Fiscal Year.  The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 6.2             Waiver of Notice of Meeting of Stockholders, Directors and Committees.  Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 6.3             Interested Directors; Quorum.  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorized the contract or transaction or solely because his or their votes are counted for such purpose, if (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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Section 6.4             Form of Records.  All records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.5             Amendment of Bylaws.  These bylaws may be altered or repealed, and new bylaws made, by the Board of Directors. The stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

ARTICLE VII

Indemnification of Directors and Officers

Section 7.1             Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust of other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action is an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnities In connection therewith; provided, however, that, except as provided in Section 3 of this Article VII, with respect to proceeding to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only is such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 7.2             Right to Advancement of Expenses.  The right to indemnification conferred in Section 1 of this Article VII shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is not further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 7.2 or otherwise. The rights to

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indemnification and to the advancement of expenses conferred in Section 7.1 and 7.2 of this Article VII shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

Section 7.3             Right of Indemnitee to Bring Suit.  If a claim under Section 7.1 and 7.2 of this Article VII is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also to the expense of prosecuting or defending such suit.  A defense that the indemnitee has not met any applicable standard for indemnification in the Delaware General Corporation Law in any suit brought by the indemnitee to enforce a right to indemnification hereunder but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses).  In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Article VII or otherwise shall be on the Corporation.

Section 7.4             Non-Exclusivity of Rights. The right to indemnification and to the advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholder of disinterested directors or otherwise.

Section 7.5             Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 7.6             Indemnification of Employees and Agents of the Corporation.  The Corporation may, to the extent authorized from time to time by the Board of Directors, grant

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rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

I certify that the initial Directors of the Corporation adopted and approved these bylaws by written consent effective as of April 30, 1998.

 /s/ Frank J. Harkins, Jr.

Frank J. Harkins, Jr., Secretary

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EX-3.6

Exhibit 3.6

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:44 PM 08/18/2006
FILED 02:39 PM 08/18/2006
SRV 060775230 — 3637361 FILA

CERTIFICATE OF MERGER
MERGING
ONCURE ACQUISITION SUB, INC.
WITH AND INTO
ONCURE MEDICAL CORP.

Pursuant to Section 251 of the General Corporation Law of
the State of Delaware

OnCURE Medical Corp.  does hereby certify as follows:

FIRST:That the constituent corporations OnCure Acquisition Sub, Inc. (“Acquisition Sub”) and OnCURE Medical Corp. (the “Company”) were incorporated pursuant to the Delaware General Corporation Law (the “DGCL”).

SECOND:That an Agreement and Plan of Merger (the “Merger Agreement”), setting forth the terms and conditions of the merger of Acquisition Sub with and into the Company (the “Merger”), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251(c) of the DGCL.

THIRD:That the Company shall be the surviving corporation after the Merger (the “Surviving Corporation”).  The name of the Surviving Corporation shall be OnCURE Medical Corp.

FOURTH:The Certificate of Incorporation of the Company as in effect immediately prior to the Merger shall be amended and restated as set forth in Exhibit A hereto and, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation until further amended pursuant to the laws of the State of Delaware.

FIFTH:That an executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation at the following address:

OnCURE Medical Corp.
610 Newport Center Drive, Suite 350
Newport Beach, CA 92660

SIXTH:That a copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH:That the Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Merger to be executed in its corporate name as of this 18th day of August, 2006.

ONCURE MEDICAL CORP.
By:	/s/ Richard N. Zehner
Name:	Richard N. Zehner
Title:	Chief Executive Officer

EXHIBIT A

ONCURE MEDICAL CORP.

AMENDED AM-RESTATED CERTIFICATE OF INCORPORATION

OnCURE Medical Corp., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows:

The name of this corporation is OnCURE Medical Corp., and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on March 18, 2003.

The Amended and Restated Certificate of Incorporation in the form of Exhibit A attached hereto has been duly adopted in accordance with the provisions of Sections 242, 245 and 228 of the Delaware General Corporation Law, and restates, integrates and further amends the provisions of the Corporation’s Certificate of Incorporation.

The text of the Certificate of Incorporation is hereby amended and restated to read in its entirety as set forth in Exhibit A attached hereto.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed this 18th day of August, 2006.

ONCURE MEDICAL CORP.
By:	/s/ Richard N. Zehner
Name:	Richard N. Zehner
Title:	Chief Executive Officer

EXHIBIT A

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ONCURE MEDICAL CORP.

ARTICLE I

The name of the corporation is OnCIJRE Medical Corp. (the “Corporation”).

ARTICLE II

The address of this Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

The total number of shares of stock which the Corporation shall have authority to issue is One Hundred (100), all of which shall be Common Stock, $0.001 par value per share.

ARTICLE V

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

ARTICLE VI

Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VII

No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of a fiduciary duty as a director, provided, however; that to the extent required by the provisions of.  Section 102(b)(7) of the DGCL or any successor statute, or any other laws of the State of Delaware, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or any successor statute, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any act or

omission occurring prior to the date when this Article VII becomes effective.  If the DGCL hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended DGCL.  Any repeal or modification of this Article VII by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing as of the time of such repeal or modification.

ARTICLE VIII

(a)Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified by the Corporation to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including settlement) reasonably incurred or suffered by such person in connection with such service; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by him only if such proceeding was authorized by the Board of Directors, either generally or in the specific instance.  The right to indemnification shall include the advancement of expenses incurred in defending any such proceeding in advance of its final disposition in accordance with procedures established from time to time by the Board of Directors; provided, however, that if the DGCL so requires, the director, officer or employee shall deliver to the Corporation an undertaking to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be indemnified under this Article VIII or otherwise.

(b)Nonexclusivity.  The rights of indemnification provided in this Article VIII shall be in addition to any rights to which any person may otherwise be entitled by law or under any By-Law, agreement, vote of stockholders or disinterested directors, or otherwise.  Such rights shall continue as to any person who has ceased to be a director, officer or employee and shall inure to the benefit of his heirs, executors and administrators, and shall be applied to proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof.

(c)Insurance.  The Corporation may purchase and maintain insurance to protect any persons against any liability or expense asserted against or incurred by such person in connection with any proceeding, whether or not the Corporation would have the power to indemnify such person against such liability or expense by law or under this Article VIII or otherwise.  The Corporation may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to insure the payment of such sums as may become necessary to effect indemnification as provided herein.

EX-3.7

Exhibit 3.7

BY-LAWS

OF

ONCURE MEDICAL GROUP

ARTICLE I

OFFICES

Section 1.1.            Registered Office.  The registered office of the Corporation within the State of Delaware shall be located at the principal place of business in said State of such corporation or the individual acting as the Corporation’s registered agent in Delaware.

Section 1.2.            Other Offices.  The Corporation may also have offices and places of business at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1.            Place of Meetings.  All meetings of stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2.            Annual Meetings.  The annual meeting of stockholders for the election of directors shall be held at such time on such day, other than a legal holiday, as the Board of Directors in each such year determines.  At the annual meeting, the stockholders entitled to vote for the election of directors shall elect, by a plurality vote, the Board of Directors and transact such other business as may properly come before the meeting.

Section 2.3.            Special Meetings.  Special meetings of stockholders, for any purpose or purposes, may be called by a majority of the Board of Directors.  Any such request shall state the purpose or purposes of the proposed meeting.  At any special meeting of stockholders, only such business may be transacted as is related to the purpose or purposes set forth in the notice of such meeting.

Section 2.4.            Notice of Meetings.  Written notice of every meeting of stockholders, stating the place, date and hour thereof and, in the case of a special meeting of stockholders, the purpose or purposes thereof and the person or persons by whom or at whose direction such meeting has been called and such notice is being issued, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the stock transfer books of the Corporation.  Nothing herein contained shall preclude the stockholders from waiving notice as provided in Section 4.1 hereof.

Section 2.5.            Quorum.  The holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote, represented in person or by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at any meeting of stockholders.  If,  however, such quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  Notwithstanding the foregoing, if after any such adjournment the Board of Directors shall fix a new record date for the adjourned meeting, or if the adjournment is for more than thirty (30) days, a notice of such adjourned meeting shall be given as provide in Section 2.4 of these By-Laws, but such notice may be waived as provided in Section 4.1 hereof.

Section 2.6.            Voting.  At each meeting of stockholders, each holder of record of shares of stock entitled to vote shall be entitled to vote in person or by proxy, and each such holder shall be entitled to one vote for every share standing in his name on the books of the Corporation as of the record date fixed by the Board of Directors or prescribed by law and, if a quorum is present, a majority of the shares of such stock present or represented at any meeting of stockholders shall be the vote of the stockholders with respect to any item of business, unless otherwise provided by any applicable provision of law, by these By-Laws or by the Certificate of Incorporation.

Section 2.7.            Proxies.  Every stockholder entitled to vote at a meeting or by consent without a meeting may authorize another person or persons to act for him by proxy.  Each proxy shall be in writing executed by the stockholder giving the proxy or by his duly authorized attorney.  No proxy shall be valid after the expiration of three (3) years from its date, unless a longer period is provided for in the proxy.  Unless and until void, every proxy shall be revocable at the pleasure of the person who executed it, or his legal representatives or assigns except in those cases where an irrevocable proxy permitted by statute has been given.

Section 2.8.            Consents.  Whenever a vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of statute, the Certificate of Incorporation or these By-Laws, the meeting, prior notice thereof and vote of stockholders may be dispensed with if the holders of shares having not less than the minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to the taking of such action.  Where corporate action is taken in such matter by less than unanimous written consent, prompt written notice of the taking of such action shall be given to all stockholders.

Section 2.9.            Stock Records.  The Secretary or agent having charge of the stock transfer books shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order and showing the address of and the number and class and series, if any, of shares held by each.  Such list, for a period of ten (10) days prior to such meeting, shall be kept at the principal place of business of the Corporation or at the office of the transfer agent or registrar of the Corporation and such other places as required by statute and shall be subject to

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inspection by any stockholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder at any time during the meeting.

ARTICLE III

DIRECTORS

Section 3.1.            Number.  The number of directors of the Corporation which shall constitute the entire Board of Directors shall initially be fixed by the Incorporator and thereafter from time to time by a vote of a majority of the entire Board and shall not be less than one nor more than fifteen.

Section 3.2.            Resignation and Removal.  Any director may resign at any time upon notice of resignation to the Corporation.  Any director may be removed at any time by vote of the stockholders then entitled to vote for the election of directors at a special meeting called for that purpose, either with or without cause.

Section 3.3.            Newly Created Directorship and Vacancies.  Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason whatsoever shall be filled by vote of the Board.  If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office.  Any director elected to fill a vacancy shall be elected until the next meeting of stockholders at which the election of directors is in the regular course of business, and until his successor has been elected and qualified.

Section 3.4.            Powers and Duties.  Subject to the applicable provisions of law, these By-Laws or the Certificate of Incorporation, but in furtherance and not in limitation of any rights therein conferred, the Board of Directors shall have the control and management of the business and affairs of the Corporation and shall exercise all such powers of the Corporation and do all such lawful acts and things as may be exercised by the Corporation.

Section 3.5.            Place of Meetings.  All meetings of the Board of Directors may be held either within or without the State of Delaware.

Section 3.6.            Annual Meetings.  An annual meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders, and no notice of such meeting to the newly elected directors shall be necessary in order to legally constitute the meeting, provided a quorum shall be present, or the newly elected directors may meet at such time and place as shall be fixed by the written consent of all of such directors.

Section 3.7.            Regular Meetings.  Regular meetings of the Board of Directors may be held upon such notice or without notice, and at such time and at such place as shall from time to time be determined by the Board.

Section 3.8.            Special Meetings.  Special meetings of the Board of Directors may be called by a majority of the Board of Directors.  Neither the business to be transacted at, nor the

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purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 3.9.            Notice of Meetings.  Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall be given by the Secretary or an Assistant Secretary and shall state the place, date and time of the meeting.  Notice of each such meeting shall be given orally or shall be mailed to each director at his residence or usual place of business.  If notice of less than three (3) days is given, it shall be oral, whether by telephone or in person, or sent by special delivery mail or telegraph.  If mailed, the notice shall be given when deposited in the United States mail, postage prepaid.  Notice of any adjourned meeting, including the place, date and time of the new meeting, shall be given to all directors not present at the time of the adjournment, as well as to the other directors unless the place, date and time of the new meeting is announced at the adjourned meeting.  Nothing herein contained shall preclude the directors from waiving notice as provided in Section 4.1 hereof.

Section 3.10.          Quorum and Voting.  At all meetings of the Board of Directors, a majority of the entire Board shall be necessary to, and shall constitute a quorum for, the transaction of business at any meeting of directors, unless otherwise provided by any applicable provision of law, by these By-Laws, or by the Certificate of Incorporation.  The act of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors, unless otherwise provided by an applicable provision of law, by these By-Laws or by the Certificate of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present.

Section 3.11.          Compensation.  The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.

Section 3.12.          Books and Records.  The directors may keep the books of the Corporation, except such as are required by law to be kept within the state, outside of the State of Delaware, at such place or places as they may from time to time determine.

Section 3.13.          Action without a Meeting.  Any action required or permitted to be taken by the Board, or by a committee of the Board, may be taken without a meeting if all members of the Board or the committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action.  Any such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 3.14.          Telephone Participation.  Any one or more members of the Board, or any committee of the Board, may participate in a meeting of the Board or committee by means of a conference telephone call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

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Section 3.15.          Committees of the Board.  The Board, by resolution adopted by a majority of the entire Board, may designate one or more committees, each consisting of one or more directors.  The Board may designate one or more directors as alternate members of any such committee.  Such alternate members may replace any absent member or members at any meeting of such committee.  Each committee (including the members thereof) shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board.  Except as otherwise provided by law, each such committee, to the extent provided in the resolution establishing it, shall have and may exercise all the authority of the Board with respect to all matters.

ARTICLE IV

WAIVER

Section 4.1.            Waiver.  Whenever a notice is required to be given by any provision of law, by these By-Laws, or by the Certificate of Incorporation, a waiver thereof in writing, whether before or after the time stated therein, shall be deemed equivalent to such notice.  In addition, any stockholder attending a meeting of stockholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him or her, and any director attending a meeting of the Board of Directors without protesting prior to the meeting or at its commencement such lack of notice, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE V

OFFICERS

Section 5.1.            Executive Officers.  The officers of the Corporation shall be a President or Chief Executive Officer, a Secretary and a Treasurer.  Any person may hold two or more of such offices.  The officers of the Corporation shall be elected annually (and from time to time by the Board of Directors, as vacancies occur), at the annual meeting of the Board of Directors following the meeting of stockholders at which the Board of Directors was elected.

Section 5.2.            Other Officers.  The Board of Directors may appoint such other officers and agents, including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall at any time or from time to time deem necessary or advisable.

Section 5.3.            Authorities and Duties.  All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of business and affairs of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, as may be prescribed by the Board of Directors.

Section 5.4.            Tenure and Removal.  The officers of the Corporation shall be elected or appointed to hold office until their respective successors are elected or appointed.  All officers shall hold office at the pleasure of the Board of Directors, and any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors for cause or without cause at any regular or special meeting.

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Section 5.5.            Vacancies.  Any vacancy occurring in any office of the Corporation, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board of Directors.

Section 5.6.            Compensation.  The salaries and other compensation of all officers and agents of the Corporation shall be fixed by or in the manner prescribed by the Board of Directors.

Section 5.7.            President; Chief Executive Officer.  The President or Chief Executive Officer shall have general charge of the business and affairs of the Corporation, subject to the control of the Board of Directors, and shall preside at all meetings of the stockholders and directors.  The President or Chief Executive Officer shall perform such other duties as are properly required by him or her by the Board of Directors.

Section 5.8.            Vice President.  Each Vice President, if any, shall perform such duties as may from time to time be assigned to him by the Board of Directors.

Section 5.9.            Secretary.  The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and shall record all proceedings taken at such meetings in a book to be kept for that purpose; the Secretary shall see that all notices of meetings of stockholders and meetings of the Board of Directors are duly given in accordance with the provisions of these By-Laws or as required by law; the Secretary shall be the custodian of the records and of the corporate seal or seals of the Corporation; the Secretary shall have authority to affix the corporate seal or seals to all documents, the executive of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed it may be attested by the Secretary’s signature; and in general, the Secretary shall perform all duties incident to the office of the Secretary of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.10.          Treasurer.  The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit, or cause to be deposited, in the name and to the credit of the Corporation, all moneys and valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors.  The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; the Treasurer shall render to the President or Chief Executive Officer and to each member of the Board of Directors, whenever requested, an account of all of his transactions as Treasurer and of the financial condition of the Corporation; and in general, the Treasurer shall perform all of the duties incident to the office of the Treasurer of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.11.          Other Officers.  The Board of Directors may also elect or may delegate to the President or Chief Executive Officer the power to appoint such other officers as it may at any time or from time to time deem advisable, and any officers so elected or appointed shall have such authority and perform such duties as the Board of Directors or the President or the Chief Executive Officer, if he or she shall have appointed them, may from time to time prescribe.

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ARTICLE VI

PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1.            Form and Signature.  The shares of the Corporation shall be represented by a certificate signed by the Chairman of the Board or President or Chief Executive Officer or any Vice President and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, and shall bear the seal of the Corporation or a facsimile thereof.  Each certificate representing shares issued by the Corporation (after the effective date of the Corporation’s reincorporation) shall state upon its face (a) that the Corporation is formed under the laws of the State of Delaware, (b) the name of the person or persons to whom it is issued, (c) the number of shares which such certificate represents and (d) the par value, if any, of each share represented by such certificate.

Section 6.2.            Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

Section 6.3.            Transfer of Stock.  Upon surrender to the Corporation or the appropriate transfer agent, if any, of the Corporation, of a certificate representing shares of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and, in the event that the certificate refers to any agreement restricting transfer of the shares which it represents, proper evidence of compliance with such agreement, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the Corporation.

Section 6.4.            Lost Certificates, etc.  The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated, stolen or destroyed, and the Board of Directors may require the owner of such lost, mutilated, stolen or destroyed certificate, or such owner’s legal representatives, to make an affidavit of the fact and/or to give the Corporation a bond in such sum as it may direct as Indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 6.5.            Record Date.  For the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express written consent to any corporate action without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date.  Such date shall not be more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

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Section 6.6.            Regulations.  Except as otherwise provided by law, the Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient, concerning the issue, transfer and registration of certificates for the securities of the Corporation.  The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars and may require all certificates for shares of capital stock to bear the signatures of any of them.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1.            Dividends and Distributions.  Dividends and other distributions upon or with respect to outstanding shares of stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, bonds, property, or in stock of the Corporation.  The Board shall have full power and discretion, subject to the provisions of the Certificate of Incorporation or the terms of any other corporate document or instrument to determine what, if any, dividends or distributions shall be declared and paid or made.

Section 7.2.            Checks, etc.  All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or other person or persons as may from time to time be designated by the Board of Directors.

Section 7.3.            Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal Delaware.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.4.            Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.5.            General and Special Bank Accounts.  The Board may authorize from time to time the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may be delegated by the Board from time to time.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 8.1.            Indemnification by Corporation.  To the extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) the Corporation shall indemnify any person against any and all judgments, fines, and amounts paid in settling or

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otherwise disposing of actions or threatened actions, and expenses in connection therewith, incurred by reason of the fact that such person, such person’s testator or intestate is or was a director or officer of the Corporation or of any other corporation of any type or kind, domestic or foreign, which such person served in any capacity at the request of the Corporation.  To the extent permitted by law, expenses so incurred by any such person in defending a civil or criminal action or proceeding shall at such person’s request be paid by, the Corporation in advance of the final disposition of such action or proceeding.

ARTICLE IX

ADOPTION AND AMENDMENTS

Section 9.1.            Power to Amend.  These By-Laws may be amended or repealed and any new By-Laws may be adopted by the Board of Directors; provided that these By-Laws and any other By-Laws amended or adopted by the Board of Directors may be amended, may be reinstated, and new By-Laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors.

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EX-3.8

Exhibit 3.8

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:30 pm 01/09/2003

030017086 - - 3612694

CERTIFICATE OF FORMATION
OF
POINTE WEST ONCOLOGY, LLC

Pursuant to Section 18-201 of the Delaware Limited Liability Company Act, it is hereby certified that:

FIRST:The name of the limited liability company is Pointe West Oncology, LLC (the “Company”).

SECOND:The registered office of the Company is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, State of Delaware, 19808, The name of its registered agent at that address is Corporation Service Company.

THIRD:The duration of the Company shall be perpetual.

FOURTH:The Company shall indemnify and hold harmless each person who is or was a member or manager of the Company and the heirs, executors and administrators of such a person to the fullest extent permitted by the Limited Liability Company Act of the State of Delaware as the same may be amended and supplemented.

FIFTH:The Company is to be managed by managers and not by its members in their capacity as such.

SIXTH:The Company may carry on any lawful business or activity for which an Company may be organized under the Limited Liability Company Act of the State of Delaware.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Formation on this 9th day of January, 2003

/s/ Anne M. Stevenson

Anne M. Stevenson

Authorized Person

EX-3.9

Exhibit 3.9

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

POINTE WEST ONCOLOGY, LLC

(A Delaware Limited Liability Company)

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

POINTE WEST ONCOLOGY, LLC

(a Delaware Limited Liability Company)

This Limited Liability Company Operating Agreement (this “Agreement”) of Pointe West Oncology, LLC (the “Company”), dated as of January 9, 2003, is adopted and ‘agreed, by and among the Company, OnCURE Medical Corp., a Delaware corporation (“OnCURE”), and Mica Flo II, Inc., a Delaware corporation (“Mica, and collectively with OnCURE the “Initial Members”) and each of the other persons who, from time to time, may be admitted as a member of the Company and added to Schedule I hereto (collectively, with the Initial Members, the “Members”).

WHEREAS:

The Members desire to form the Company as a limited liability company under the Delaware Limited Liability Company Act (Sections 18-101 et seq, of Title 6 of the Delaware Code, as amended from time to time (the “Act”)); and

The Members and the Company desire to enter into this Agreement to govern the operation of the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, it is agreed as follows:

ARTICLE I

ORGANIZATIONAL MATTERS

Section 1.1Formation - Name - Place of Business - Term.

(a)The Initial Members have caused the Company to be formed as a limited liability company under the Act by causing the Company’s Certificate of Formation to be filed with the Secretary of State of the State of Delaware.

(b)The Company shall conduct its business under the name of: “Pointe West Oncology, LLC.”

(c)The Company shall maintain its principal place of business at 6215 21st Avenue West, Bradenton, Florida 34029, or such other location as the Members may determine.

(d)The term of the Company shall continue until dissolution as provided in Article VII hereof.

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Section 1.2Purpose and Powers.

(a)Subject to the limitations contained elsewhere in this Agreement, the Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary, advisable, convenient or incidental thereto, including, without limiting the generality of the foregoing, to operate and manage a facility in Bradenton, Florida for the provision of radiation therapy, medical oncology, and related oncology services and physician practice management services for medical and radiation oncologists, and such other business as the Board in its discretion deems appropriate.

(b)The Company shall have the power and authority to enter into, make and perform all contracts, agreements and undertakings, and to do any and all acts and things necessary, appropriate, incidental or convenient to the accomplishment of its purposes and for the protection and benefit of the Company.

Section 1.3Registered Office and Agent.  The registered office required to be maintained by the Company in the State of Delaware pursuant to the Act is [c/o Corporation Service Company, 2711 Centerville Road, Wilmington, Delaware 19808].  The name and address of the registered agent of the Company pursuant to the Act is and shall continue to be Corporation Service Company, 2711 Centerville Road, Wilmington, Delaware 19808.  The Company may, upon compliance with the applicable provisions of the Act, change its registered office or registered agent from time to time in the discretion of the Board.

ARTICLE II

RIGHTS AND DUTIES OF MEMBER

Section 2.1Membership Interests.

(a)Each Member’s ownership interest in the Company is herein referred to generally as a “Membership Interest.” The names, addresses, and capital contributions of the Members are set forth in Schedule 1 attached hereto.  Each Member shall have the rights and powers set forth in this Agreement.

(b)The respective rights of the Members to share in the capital of the Company, either by way of distributions or on liquidation, will be determined by reference to the Capital Accounts (as defined herein) of such Members.  Each Member’s share of allocations of profits and losses of the Company will be determined in accordance with the Member’s Capital Contributions.

Section 2.2Management of Company Business, Voting.

(a)The Members shall not have any right or power to take part in the management or control of the Company or of its business and affairs or to act for or bind the Company in any way.  Notwithstanding the foregoing, the Members shall have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent this Agreement, in the Act.  The Members shall have no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent

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herewith, as required in the Act.  Notwithstanding any other provision of this Agreement, no action may be taken by the Company (by the Board or otherwise) in connection with any of the following matters without the unanimous written consent of the Members:

(i)any sale, transfer or pledge, mortgage or other disposition of all or substantially all of the property or assets of the Company;

(ii)any dissolution, winding up or liquidation of, or filing of any petition in bankruptcy by (or the decision to oppose or not to oppose any similar petition filed by a third party in respect of) the Company;

(iii)the merger of the Company with or into any other entity; and

(iv)the amendment of this Agreement.

Section 2.3Liability, Indemnification.

(a)The Members shall have no liability as such for any debts, obligations or liabilities of the Company, whether arising in tort, contract or otherwise, solely by reason of being a Member of the Company or acting in such capacity or participating in any capacity in the conduct of the business of the Company, except as may be expressly agreed by the Members in writing or as provided by the Act.  Except as so agreed or provided, it is the intention of the parties hereto that the liability of the Members for the debts, obligations or liabilities of the Company shall be limited to the fullest extent permitted by the Act.

(b)The Company shall, to the extent of the assets of the Company, and to the fullest extent permitted under the Act, defend, indemnify and save harmless the Members from and against any loss, claims, damage, liability, cost or expense (including without limitation reasonable counsel fees and disbursements) incurred in connection with acting as a Member, including without limitation any liabilities for breach of duty in any capacity except to the extent that such loss, claim, damage, liability, cost or expense or expense is determined to be caused by willful misconduct or gross negligence of the Member.

ARTICLE III

MANAGEMENT OF THE COMPANY

Section 3.1Board of Managers

(a)The management of the Company shall be vested in a Board of Managers (the “Board”) elected by the Members.  The total number of members of the Board (the “Managers”) shall be three unless otherwise fixed at a different number by any amendment hereto or by the unanimous consent of the Members.  The Members hereby elect Richard A. Baker, Jeffrey A. Goffman and Dr. Shyam B. Paryani as the initial Managers of the Company, each to serve until their successors are elected and qualified.  A Manager shall remain in office until removed by the unanimous written consent of the

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Members or until such Manager resigns in a written instrument delivered to each of the Members or such Manager dies or is unable to serve.  In the event of any such vacancy, the Members may fill the vacancy by unanimous vote.  Each Manager shall have one (1) vote.  Except as otherwise provided in this Agreement, the Board of Managers shall act by the affirmative vote of a majority of the Managers.  Each Manager shall perform his or her duties in good faith, in a manner reasonably believed to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

(b)The Board shall establish meeting times, dates and places and requisite notice requirements and adopt rules or procedures consistent with the terms of this Agreement.  Any action required to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all Managers participating in the meeting can hear each other.  Participation in such a meeting shall constitute presence in person at such meeting.  Notwithstanding anything in this Agreement to the contrary, the Board may take without a meeting any action that may be taken by the Board under this Agreement if such action is approved by the unanimous written consent of the Managers.

(c)Except as otherwise provided in this Agreement, all powers to control and manage the business and affairs of the Company shall be vested exclusively in the Board, and the Board may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate of Formation or this Agreement directed or required to be exercised or done by the Members, and in so doing shall have the right and authority to take all actions that the Board deems necessary, useful or appropriate for the management and conduct of the business of the Company; provided, that the Members may at any time amend this Agreement and thereby broaden or limit the Board’s power and authority.

(d)The Board may appoint a Chief Executive Officer, a Chief Operating Officer, Chief Financial Officer, Chief Marketing/Sales Officer and such other officers who shall have such power and authority as may be specified in a resolution of the Board.  All officers shall have such authority and perform such duties in the management of the business and affairs of the Company as may be provided in this Agreement, or, to the extent not so provided, as may be prescribed by the Board.  The officers of the Company shall be elected or appointed to hold office until their respective successors are elected or appointed.  All officers shall hold office at the pleasure of the Board, and any officer elected or appointed by the Board may be removed from office at any time by the Board for cause or without cause at any regular or special meeting.  Any vacancy occurring in any office of the Company, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board.  Subject to the terms of any employment agreement entered into between an officer and the Company, the salaries and other compensation of all officers and agents of the Company shall be fixed by or in the manner prescribed by the Board.

(e)To the fullest extent permitted by law, the Company shall indemnify and hold harmless, and may advance expenses to, any Manager (collectively, the “Indemnitees”),

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from and against any and all claims and demands whatsoever arising out of the business and affairs of the Company; provided, however, that no indemnification may be made to or on behalf of any Indemnitee if a judgment or other final adjudication adverse to such Indemnitee establishes (1) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (2) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.  The provision of this section shall continue to afford protection to each Indemnitee regardless of whether such Indemnitee remains a Manager, employee or agent of the Company.

ARTICLE IV

CAPITAL CONTRIBUTIONS, ALLOCATIONS

Section 4.1Capital Contributions.  The Members each shall make an initial capital contribution to the Company in the amount set forth opposite such Member’s name on the attached Schedule 1.  The Members may, but shall not be required to, make further capital contributions from time to time as they each may determine.

Section 4.2Capital Accounts.  A capital account shall be maintained for the Members, and shall initially be credited with the value of the initial capital contribution made by each Member pursuant to Section 4.1 hereof The capital account of a Member shall be adjusted from time to time by crediting to such account all (i) additional capital contributions by the Member, and (ii) profit allocated to the Members, and shall be debited with (a) distributions made to the Member, (b) loss, and (c) expenditures described in Section 705(a)(2)(B) of the Internal Revenue Code of 1986, as amended, all as allocated to the Members.

Section 4.3Allocations and Distributions.

(a)All profit or loss of the Company shall be allocated to the Members in proportion to their aggregate capital contributions to the Company.

(b)The Company may make distributions of available cash to the Members from time to time as the Board may determine after maintaining such reserves as the Board deems appropriate.

ARTICLE V

ACCOUNTING PROVISIONS

Section 5.1Fiscal Year.  The fiscal year of the Company shall be the calendar year.

Section 5.2Books and Accounts.  Complete and accurate books and accounts shall be maintained for the Company at the principal place of business of the Company utilizing the same  method of accounting as is utilized by the Member for its business activities.

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ARTICLE VI

ADMISSION OF MEMBERS; TRANSFERS; WITHDRAWAL OF MEMBER

Section 6.1Transfers Generally.  Membership Interests may be assigned, in whole or in part, (each such assignment, a `Transfer”) only in accordance with this Article.

Section 6.2Effect of Transfers.

(a)Except as provided in paragraph (b) below, any Transfer of a Membership Interest by a person (the “Transferor”) shall be effective only to give the transferee (the “Transferee”) the right to the share of allocations and distributions to which the Transferor would otherwise be entitled, and no Transferee of a Membership Interest shall be admitted as a Member, (ii) the Transferee shall have no right to vote on or consent to any matter submitted to the Members or otherwise participate in the management of the business and affairs of the Company, and (iii) subject to 5.3(c) below; the Transferor, if he retains a Membership Interest, shall retain such rights and shall have the power to exercise any rights of a Member, except the right to receive allocations and distributions to the extent those rights are assigned.

(b)A Transferee of a Membership Interest shall, upon such Transfer, be admitted as a Member with all the rights and powers of his Transferor if, prior to such Transfer, all of the Directors consent to the admission of the Transferee as a Member.

(c)The Board may, in its discretion, charge a reasonable fee to cover the expenses incurred by the Company in connection with or as a consequence of the Transfer of all or part of a Membership Interest.

(d)The Company, the Managers, each Member and any other person or persons having business with the Company, need deal only with holders of Membership Interests who are admitted as Members of the Company, and shall not be required to deal with any Transferee who has not been admitted as a Member.

Section 6.3Admission of Members.  The Managers may from time to time admit additional Members to the Company on such terms and conditions, including such contributions to the capital of the Company, as the Directors shall determine.  Any such additional Members shall join in and agree to be bound by the terms of this Agreement.

ARTICLE VII

DISSOLUTION AND LIQUIDATION OF THE COMPANY

Section 7.1Events of Dissolution.  The Company shall be dissolved upon the first to occur of any of the following:

(a)The unanimous vote of the Members;

(b)The sale or other disposition of all the assets of the Company; and

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(c)An event of dissolution of the Company under the Act.

Section 7.2General.  Upon the dissolution of the Company, the Company shall be dissolved and liquidated in accordance with this Article VII.  The dissolution and liquidation shall be conducted and supervised by a person appointed by the Members or their successors-in-interest (the “Liquidating Agent”).  The Liquidating Agent is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the dissolution and liquidation of the Company and the transfer of any property of the Company.

Section 7.3Priority on Liquidation.  The Liquidating Agent shall, to the extent feasible, liquidate the assets of the Company as promptly as practicable.  The proceeds of such liquidation shall be applied in the following order of priority:

(a)To the payment of matured debts and liabilities of the Company and the costs and expenses of the dissolution and liquidation;

(b)To the setting up of any reserves that the Liquidating Agent may deem reasonably necessary for any contingent or unforeseen liabilities of the Company; and

(c)Any balance, to the Members or their respective successors-in-interest.

Section 7.4Orderly Liquidation.  A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant upon a liquidation.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1Applicable Laws.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Section 8.2Captions.  The captions used herein are intended for convenience of reference only, shall not constitute any part of this Agreement and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Agreement.

Section 8.3Amendment.  Amendments to this Agreement may be made only by the unanimous consent of the Members in writing.

Section 8.4Notices.  Notices to Members or to the Company shall be deemed to have been given when personally delivered, mailed by certified or registered mail, return receipt requested, by overnight courier service, when faxed or when emailed.  If to the Company, such communication shall be effective if made to its registered office.  If to a Member, it shall be effective at the last known address or fax number of the Member in the records of the Company maintained for this purpose.  Notices transmitted by fax and notices by overnight courier service shall be deemed to have been received on the next business day.  Notices personally delivered and sent by email shall be deemed delivered upon such delivery.  Mailed notices shall be deemed delivered three (3) business days after deposit with the United States Postal Service.

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Section 8.5Effective Date.  This Agreement shall be effective as of the date first above written.

Section 8.6No Third Party Beneficiary.  The provisions of this Agreement are for the sole benefit of the parties to this Agreement and their successors and assigns and shall not give rise to any rights by or on behalf of anyone other than such parties.

WHEREAS, the parties hereto have duly executed this Agreement as of the date first above written.

MEMBERS:
ONCURE MEDICAL CORP.
By:	/s/ Jeffrey A. Goffman
	Name: Jeffrey A. Goffman
	Title: Chief Executive Officer
MICA FLO II, INC.
By:	/s/ Jeffrey A. Goffman
	Name: Jeffrey A. Goffman
	Title: Chief Executive Officer
COMPANY:
POINTE WEST ONCOLOGY, LLC
By:	/s/ Jeffrey A. Goffman
	Name: Jeffrey A. Goffman
	Title: Chief Executive Officer

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SCHEDULE 1 — Members and Capital Contributions

Member	Initial Capital Contributions
OnCURE Medical Corp.	$	1000.00
MICA FLO II, INC.	$	1000.00

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EX-3.10

Exhibit 3.10

FIRST AMENDMENT

This First Amendment (the “Amendment”) to the Operating Agreement of POINTE WEST ONCOLOGY, LLC (the “Company”) dated as of January 9, 2003 (the “Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement) is made and entered into as of September 1, 2004 by OnCURE Medical Corp. and MICA FLO II, Inc., the sole members of the Company (the “Members”).

W I T N E S S E T H :

WHEREAS, in connection with that certain Credit Agreement, dated as of September 1, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, each of the Members, FROG OnCure Southside, L.L.C., JAXPET/Positech, L.L.C., Manatee Radiation Oncology, Inc., Mission Viejo Radiation Oncology Medical Group, Inc., Radiation Oncology Center, LLC, U.S. Cancer Care, Inc. (“USCC”), JAXPET, LLC (“JAXPET”), USCC Acquisition Corp., USCC Florida Acquisition Corp (“USSC Florida”), USCC Healthcare Management Corp., and Men-ill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., the Members desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.             Amendment.  The Agreement is hereby amended by adding the following immediately after Section 8.6 of the Agreement:

Section 8.7.  Consent to Transfer to Merrill.  In the event that Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc. (together with any successor thereto, “Agent”) exercises its rights and remedies (the “Pledge Rights”) during the existence of an Event of Default (as defined in the Pledge Agreement (as defined below)) under and in accordance with that certain Ownership, Pledge, Assignment and Security Agreement among each of the Members, USCC, USCC Florida, JAXPET and Agent (the “Pledge Agreement”), delivered in connection with the Credit Agreement, notwithstanding anything contained in this Agreement to the contrary, all restrictions on transfer and assignability of any Member’s interests in the Company shall be inapplicable, and of no force and effect, as to any transfer of any interests in the Company to Agent (or any nominee affiliate, successor, assignee or transferee thereof) in accordance with the Pledge Agreement.

2.             Continuing Effect of the Agreement.  Except as expressly amended or modified hereby, the provisions of the Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.

3.             Applicable Law.  This Amendment shall be construed in accordance with, and governed by, the internal laws of the State of Delaware as applied to contracts made and to be performed entirely within the State of Delaware.

4.             Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year set forth above.

Members:
ONCURE MEDICAL CORP.
By:	/s/ Jeffrey A. Goffman
	Name: Jeffrey A. Goffman
	Title: President
MICA FLO II, INC.
By:	/s/ Jeffrey A. Goffman
	Name: Jeffrey A. Goffman
	Title: President

EX-3.11

Exhibit 3.11

SECOND AMENDMENT

This Second Amendment (the “Amendment”) to the Operating Agreement of POINTE WEST ONCOLOGY, LLC (the “Company”) dated as of January 9, 2003 (the “Agreement”) is made and entered into as of February 24, 2006 by ONCURE MEDICAL CORP.  and MICA FLO II, INC., the members of the Company (the “Members”).

W I T N E S S E T H:

WHEREAS, in connection with the entering into of the Pledge Agreement (as defined below), the Members desires to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.Amendment.  The Agreement is hereby amended by adding new Article IX as follows:

“ARTICLE IX
RIGHTS OF AGENT

Section 9.01In the event that MCG Capital Corporation (together with any successor thereto, “Agent”) exercises its rights and remedies (the “Pledge Rights”) during the existence of an Event of Default (as defined in the Pledge Agreement (as defined below)) under and in accordance with that certain Ownership, Pledge, Assignment and Security Agreement between Agent and OnCURE Medical Corp.  and Mica Flo (the “Pledge Agreement”), delivered in connection with that certain Credit Facility Agreement dated as of February 17, 2006 among the Company, Agent, OnCURE Medical Corp., all direct and indirect subsidiaries and affiliates of OnCURE Medical Corp., and certain financial institutions (as amended, restated, supplemented or otherwise modified from time to time, “Credit Agreement”), notwithstanding anything contained in this Agreement to the contrary:  (a) Agent shall be entitled to remove any or all of the Managers and appoint any representatives of Agent or any other person or entity, as Agent elects, to be the Manager(s) in order to fill the vacancy created by such removal and the Members shall not have the right to remove the Managers so appointed by Agent or to elect any new or additional Managers, and (b) any limitations contained in this Agreement inconsistent with the provisions of the Pledge Agreement or this Article shall thereupon be deemed waived, void and of no further force and effect until all of the Obligations (as defined in the Credit Agreement) of the Pointe West Oncology, LLC to Agent under the Credit Agreement have been fully and finally paid, including, without limitation (i) any provision that requires approval of actions by a “Majority in Interest”, and (ii) provisions requiring the approval of the “Board of Managers” for certain actions, it being agreed that the Board of Managers may be replaced by a sole Manager at Agent’s option.  Following the full and final payment to Agent and Agent of the Obligations under the Credit Agreement, all such provisions shall be deemed to be reinstated and in full force and effect.

Section 9.02Notwithstanding anything contained in this Agreement to the contrary, all restrictions on transfer and assignability of any Member’s interests in Pointe West Oncology, LLC shall be inapplicable, and of no force and effect, as to any transfer of any interests in Pointe West Oncology, LLC to Agent (or any nominee affiliate, successor, assignee or transferee thereof) in accordance with the Pledge Agreement.

Section 9.03Neither the Members nor Managers will amend this Agreement to provide that any limited liability company interests in Pointe West Oncology, LLC are not securities governed by Article 8 of the Uniform Commercial Code or otherwise “opt out” of Article 8 of the Uniform Commercial Code.

Section 9.04The provisions of this Article shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and any future Members or Managers and their respective successors and assigns.

Section 9.05None of the provisions of this Article IX or any other provision of this Agreement may be amended in any way which alters, limits, restricts or adversely affects Agent’s ability to exercise its Pledge Rights, other rights under the Pledge Agreement or the intended result thereof, without the prior written consent of Agent.”

2.Continuing Effect of the Agreement.  Except as expressly amended or modified hereby, the provisions of the Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.

3.Applicable Law.  This Amendment shall be construed in accordance with, and governed by, the internal laws of the State of Delaware as applied to contracts made and to be performed entirely within the State of Delaware.

4.Counterparts.  This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year set forth above .

Members:
ONCURE MEDICAL CORP.
By:	/s/ Jeffrey A. Goffman
	Name: Jeffrey A. Goffman
	Title: President
MICA FLO II, INC.
By:	/s/ Jeffrey A. Goffman
	Name: Jeffrey A. Goffman
	Title: President

EX-3.12

Exhibit 3.12

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
U.S. CANCER CARE, INC.

1.The Certificate of Incorporation of the Corporation was filed under the name of U.S. Cancer Care, Inc.

2.The Certificate of Incorporation of the Corporation was filed in the State of Delaware on November 12, 1997.  The Amended and Restated Certificate of Incorporation of the Corporation was filed in the State of Delaware on April 27, 1998.

3.A second Amended and Restated Certificate of Incorporation of the Corporation is being filed pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware.

4.The second Amended and Restated Certificate of Incorporation is attached hereto.

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
U.S. CANCER CARE, INC.

U.S. Cancer Care, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:

FIRST:Name.  The name of the Corporation is:  U.S. CANCER CARE, INC.

SECOND:Registered Office.  The registered office of the Corporation is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, State of Delaware, 19805.  The name of its registered agent at that address is Corporation Service Company.

THIRD:Purpose.  The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH:Capitalization.

SECTION 1.Authorized Capital.  The total number of shares of stock which the Corporation shall have authority to issue is twenty-five million (25,000,000) shares, of which twenty-million (20,000,000) shares shall be common stock (“Common Stock”), par value $.01 per share, and five million (5,000,000) shares shall be preferred stock (“Preferred Stock”), par value $.01 per share.

SECTION 2.Preferred Stock.  The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of each class of Preferred Stock are as follows:

The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, subject to the limitations prescribed by law and in accordance with the provisions hereof, including (but without limiting the generality thereof) the following:

(a)The designation of the series and the number of shares to constitute the series;

(b)The dividend rate, if any, of the series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of stock, and whether such dividends shall be cumulative or noncumulative;

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(c)Whether the shares of the series shall be subject to redemption by the Corporation and if made subject to such redemption, the times, prices and other terms and conditions of such redemption;

(d)The terms and amount of any sinking fund provided for the purchase or redemption of the shares of the series;

(e)Whether or not the shares of the series shall be convertible into or exchangeable for shares of any other class or classes or of any other series of any class or classes of stock of the Corporation, and if provision be made for conversion or exchange, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange;

(f)The extent, if any, to which the holders of the shares of the series shall be entitled to vote with respect to the election of directors or otherwise;

(g)The restrictions, if any, on the issue or reissue of any additional Preferred Stock; and

(h)The rights of the holders of the shares of the series upon the dissolution, liquidation, or winding up of the Corporation.

FIFTH:Common Stock.  The powers, preference and relative participating, optional or other rights, and the qualifications, limitations and restrictions in respect of the Common Stock are as follows:

Subject to the prior or equal rights, if any, of the Preferred Stock of any and all series stated and expressed by the Board of Directors in the resolution or resolutions providing for the issuance of such Preferred Stock, the holders of Common Stock shall be entitled (i) to receive dividends when and as declared by the Board of Directors out of any funds legally available therefor, (ii) in the event of any dissolution, liquidation or winding up of the Corporation, to receive the remaining assets of the Corporation, ratably according to the number of shares of Common Stock held, and (iii) to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders.  No holder of Common Stock shall have any preemptive right to purchase or subscribe for any part of any issue of stock or of securities of the Corporation convertible into stock of any class whatsoever, whether now or hereafter authorized.

SIXTH:Board of Directors.

SECTION 1.Number.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  The number of directors, subject to any right of the holders of any series of Preferred Stock to elect additional directors, shall be fixed from time to time by the Board of Directors pursuant to the By-Laws of the Corporation.

SECTION 2.Nomination.  Only persons who are nominated in accordance with the procedures set forth in this Article Sixth, Section 2 of the Certificate of Incorporation shall be eligible to serve as directors.  Nominations of persons for election to the Board of Directors of the Corporation may be made at an annual meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is a stockholder of

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record at the time of giving notice provided for in this Section 2, who shall be entitled to vote for the election of directors at the meeting and who complies with the procedures set forth below.  Any such nominations (other than those made by or at the direction of the Board of Directors) must be made pursuant to timely notice in writing to the Secretary of the Corporation.  To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting with respect to which such notice is to be tendered is not held within thirty (30) days before or after such anniversary date, notice by the stockholder to be timely must be received no later than the close of business on the 10th day following the day on which notice of the meeting or public disclosure thereof was given or made.  Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named as a nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder, (ii) the class and number of shares of stock of the Corporation which are beneficially owned by such stockholder and (iii) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with such nomination and any material interest of such stockholder and such other person or persons in such nomination.  At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee.  Notwithstanding anything in this Section to the contrary, no person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.  If the Board of Directors shall determine, based on the facts, that a nomination was not made in accordance with the procedures set forth in this Section 2, the Chairman shall so declare to the meeting and the defective nomination shall be disregarded.  Notwithstanding the foregoing provisions of this Section 2, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.

SECTION 3.Vacancies.  Subject to the rights of the holders of any series of Preferred Stock, newly created directorships resulting from death, resignation, retirement, disqualification, removal from office or other cause, may be filled by a majority vote of the remaining directors then in office, although less than a quorum, or by the sole remaining director, and each director so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the election of directors is in the regular course of business and until such director’s successor shall have been duly elected and qualified.  No decrease in the authorized number of directors shall shorten the term of any incumbent director.

SECTION 4.Removal.  A director may be removed only for cause, by the holders of a majority of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in the election of directors, considered for this purpose as one class.

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SECTION 5.Board Action.  Except as otherwise required by law, and subject to the provisions of Article EIGHTH, Article ELEVENTH and Article TWELFTH, the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SEVENTH:Stockholder Action.  Except as otherwise required by law and subject to the rights of Preferred Stock, annual meetings may be called only by the Board of Directors pursuant to a resolution approved by a majority of the Directors, or by the Chairman of the Board of Directors, the Vice-Chairman of the Board of Directors, the President or the Chief Executive Officer and special meetings of stockholders of the Corporation may be called only by the Chairman of the Board of Directors, the Vice-Chairman of the Board of Directors, the President, the Chief Executive Officer or the Board of Directors pursuant to a resolution approved by a majority of the Directors.  Subject to the rights of holders of any series of Preferred Stock, stockholders are not permitted to call an annual meeting and, subject to the rights of holders of any series of Preferred Stock, stockholders are not permitted to call a special meeting of stockholders or to require that the Board of Directors call such an annual or special meeting.

EIGHTH:Stockholder Approval.

SECTION 1.Fundamental Business Decisions.  In addition to any affirmative vote required by or other conditions to be complied with pursuant to applicable law or this Certificate of Incorporation,

(a)any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with any other entity, either domestic or foreign, or

(b)any sale, lease, exchange or transfer of all or substantially all of the Corporation’s assets, or

(c)the adoption of any plan or proposal for the liquidation or dissolution of the Corporation;

shall not be consummated except (a) pursuant to a resolution unanimously adopted by the Board of Directors and approved by the affirmative vote of the holders of a majority of the then outstanding Voting Shares (as hereinafter defined), voting together as a single class, or (b) by a resolution adopted by a majority of the Board of Directors and approved by the holders of not less than 80% of the outstanding Voting Shares, voting together as a single class.

SECTION 2.Certain Operational Matters.  In addition to any affirmative vote required by or other conditions to be complied with pursuant to applicable law or this Certificate of Incorporation:

(a)any issuance by the Corporation of Common Stock or Preferred Stock for aggregate consideration in an amount less than the Fair Market value (as hereinafter defined) of the securities so sold, or

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(b)any incurrence by the Corporation of any debt which is convertible into Common Stock or Preferred Stock for aggregate consideration in an amount less than the Fair Market Value of such debt on the date of issuance of such debt;

shall be effective if such action is taken (a) pursuant to a resolution or resolutions adopted by the Board of Directors with respect to which not more than one (1) director votes in opposition to such resolution, or (b) by the affirmative vote of the holders of not less than 80% of the outstanding Voting Shares, voting together as a single class.

Notwithstanding the above, the Corporation shall have the authority to incur debt convertible to stock of the Corporation for appropriate consideration in an amount less than the fair market value of such debt on the date such debt was issued only (a) pursuant to that offering described in the private offering memorandum of the Corporation dated February 13, 1998, as supplemented by supplements numbered 1, 2 and 3 dated March 30, 1998, April 24, 1998 and May 13, 1998, respectively, (b) by a resolution or resolutions unanimously adopted by the Board of Directors or (c) by the affirmative vote of the holders of not less than 80% of the outstanding Voting Shares, voting together as a single class.

SECTION 3.Interested Transactions.  In addition to any affirmative vote required by or other conditions to be complied with pursuant to applicable law or this Certificate of Incorporation, no contract or transaction between the Corporation and one or more of its directors, officers or stockholders (excluding stock option grants pursuant to the Corporation’s 1998 Stock Option Plan and existing employment agreements) or between the Corporation and any other corporation, partnership association or organization in which one or more of its directors, officers or stockholders are directors, officers or have a Financial Interest (as hereinafter defined) shall be adopted unless:

(a)The material facts as to the relationship and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board of Directors by unanimous vote approves the contract or transaction; or

(b)The material facts as to the relationship and as to the contract or transaction are disclosed or are known to the stockholders and the contract is approved by the holders of 80% of the outstanding Voting Shares, voting together as a single class.

SECTION 4.Certain Definitions.  For the purposes of this Article:

(a)“Fair Market Value” shall mean:  (i) in the case of Common Stock or Preferred Stock, the average of the closing sale prices during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange Listed Shares, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or, if such stock is not listed on any such exchange, the average of the closing sale prices with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers Automated Quotations System or any system then in use, or, if no such quotations are available, the fair market value on the date in question of a

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share of such stock as determined by a majority of the Directors in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by a majority of the Directors in good faith.

(b)“Financial Interest” shall mean the ownership by an individual or entity of more than 15% of the outstanding capital stock of a corporation, partnership, association or organization which is entering into or proposes to enter into a contract or transaction with the Corporation or any of its Subsidiaries.

(c)“Subsidiary” shall mean any corporation, partnership or other entity of which a majority of any class of equity security (as defined in Rule 3a(11)-1 of the General Rules and Regulations under the Exchange Act), is owned, directly or indirectly, by the Corporation.

(d)“Voting Shares” shall mean shares of all classes and series of stock of the Corporation entitled to vote generally in the election of directors.

SECTION 5.Determinations by the Board.  A majority of the Directors shall have the power and duty to determine for the purposes of this Article, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article including, without limitation, (i) whether a person has a Financial Interest in a transaction with the Corporation, (ii) the number of Voting Shares beneficially owned by any person, and (iii) such other matters with respect to which a determination is required under this Article.  The good faith determination of a majority of the Directors on such matters shall be conclusive and binding for all purposes of this Article, and no director will have any liability to the Corporation or any other person by reason of any such determination so made.

SECTION 6.Fiduciary Obligations.  Nothing contained in this Article shall be construed to relieve the members of the Board of Directors or from any fiduciary obligation imposed by law.

The fact that any business transaction complies with the provisions of this Article shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such business transaction or recommend its adoption or approval to the stockholders of the Corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such business transaction.

NINTH:Liability of Directors.  No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that to the extent required by the provisions of Section 102(b)(7) of the General Corporation Law of the State of Delaware or any successor statute, or any other laws of the State of Delaware, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, (iv) for any transaction from which the director derived an improper personal benefit,

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or (v) for any act or omission occurring prior to the date when the provision becomes effective.  If the General Corporation Law of the State of Delaware hereafter is amended to authorize the further elimination or limitation on personal liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware.  Any repeal or modification of this Article Ninth by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

TENTH:Indemnification and Advancement of Expenses.

SECTION 1.Indemnification.  The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or alleged action in any other capacity while service as a director, officer, employee or agent, to the maximum extent authorized by the General Corporation Law of the Slate of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred by such person in connection with such proceeding and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.  The right to indemnification conferred in this Article Tenth shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided that, if the General Corporation Law of the State of Delaware so requires, the payment of such expenses incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon receipt by the Corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article Tenth or otherwise.

SECTION 2.Nonexclusivity.  The right to indemnification and advancement of expenses conferred on any person by this Article shall not limit the Corporation from providing any other indemnification permitted by law nor shall it be deemed exclusive of any other right which any such person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

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SECTION 3.Insurance.  The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprises against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

ELEVENTH:Amendment of By-Laws.  Bylaws for the conduct of affairs of the Corporation may be adopted, amended or repealed only (a) by a resolution or resolutions unanimously adopted by the Board of Directors or (b) by the affirmative vote of the holders of not less than 80% of the outstanding Voting Shares, voting together as a single class.

TWELFTH:Amendment of Certificate of Incorporation.  Notwithstanding any other provision of the Certificate of Incorporation or the Bylaws of the Corporation (and in addition to any other vote that may be required by law, this Certificate of Incorporation or the Bylaws), this Certificate may be amended, altered or repealed only (a) by a resolution unanimously adopted by the Board of Directors and approved by the affirmative vote of the holders of a majority of the

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed and alleged to under penalties of perjury this 22nd day of May, 1998.

U.S. CANCER CARE, INC.
By:	/s/ A. Goffman
Name:  A. Goffman
Title:  Vice-Chairman of the Board

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EX-3.13

Exhibit 3.13

BY-LAWS
OF
U.S. CANCER CARE, INC.

ARTICLE I
OFFICES

Section 1.1.Registered Office.  The registered office of the Corporation within the State of Delaware shall be located at the principal place of business in said State of such corporation or individual acting as the Corporation’s registered agent in Delaware.

Section 1.2.Other Offices.  The Corporation may also have offices and places of business at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 2.1.Place of Meetings.  All meetings of stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2.Annual Meetings.  The annual meeting of stockholders for the election of directors shall be held at such time on such day, other than a legal holiday, as the Board of Directors in each such year determines.  At the annual meeting, the stockholders entitled to vote for the election of directors shall elect, by a plurality vote, a Board of Directors and transact such other business as may properly come before the meeting.

Section 2.3.Special Meetings.  Special meetings of stockholders, for any purpose or purposes, may be called by a majority of the Board of Directors.  Any such request shall state the purpose or purposes of the proposed meeting.  At any special meeting of stockholders, only such business may be transacted as is related to the purpose or purposes set forth in the notice of such meeting.

Section 2.4.Notice of Meetings.  Written notice of every meeting of stockholders, stating the place, date and hour thereof and, in the case of a special meeting of stockholders, the purpose or purposes thereof and the person or persons by whom or at whose direction such meeting has been called and such notice is being issued, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the stock transfer books of the Corporation.  Nothing herein contained shall preclude the stockholders from waiving notice as provided in Section 4.1 hereof.

Section 2.5.Quorum.  The holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote, represented in person or by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at any meeting of stockholders.  If, however, such quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been

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transacted at the meeting as originally noticed.  Notwithstanding the foregoing, if after any such adjournment the Board of Directors shall fix a new record date for the adjourned meeting, or if the adjournment is for more than thirty (30) days, a notice of such adjourned meeting shall be given as provided in Section 2.4 of these By-Laws, but such notice may be waived as provided in Section 4.1 hereof.

Section 2.6.Voting.  At each meeting of stockholders, each holder of record of shares of stock entitled to vote shall be entitled to vote in person or by proxy, and each such holder shall be entitled to one vote for every share standing in his name on the books of the Corporation as of the record date fixed by the Board of Directors or prescribed by law and, if a quorum is present, a majority of the shares of such stock present or represented at any meeting of stockholders shall be the vote of the stockholders with respect to any item of business, unless otherwise provided by any applicable provision of law, by these By-Laws or by the Certificate of Incorporation.

Section 2.7.Proxies.  Every stockholder entitled to vote at a meeting or by consent without a meeting may authorize another person or persons to act for him by proxy.  Each proxy shall be in writing executed by the stockholder giving the proxy or by his duly authorized attorney.  No proxy shall be valid after the expiration of three (3) years from its date, unless a longer period is provided for in the proxy.  Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it, or his legal representatives or assigns except in those cases where an irrevocable proxy permitted by statute has been given.

Section 2.8.Consents.  Whenever a vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of statute, the Certificate of Incorporation or these By-Laws, the meeting, prior notice thereof and vote of stockholders may be dispensed with if the holders of shares having not less than the

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minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to the taking of such action.  Where corporate action is taken in such matter by less than unanimous written consent, prompt written notice of the taking of such action shall be given thereto.

Section 2.9.Stock Records.  The Secretary or agent having charge of the stock transfer books shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order and showing the address of and the number and class and series, if any, of shares held by each.  Such list, for a period of ten (10) days prior to such meeting, shall be kept at the principal place of business of the Corporation or at the office of the transfer agent or registrar of the Corporation and such other places as required by statute and shall be subject to inspection by any stockholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder at any time during the meeting.

ARTICLE III
DIRECTORS

Section 3.1.Number.  The number of directors of the Corporation which shall constitute the entire Board of Directors shall initially be fixed by the Incorporator and thereafter from time to time by a vote of a majority of the entire Board and shall be not less than one nor more than nine.  The first Board of Directors shall consist of two members.

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Section 3.2.Resignation and Removal.  Any director may resign at any time upon notice of resignation to the Corporation.  Any director may be removed at any time by vote of the stockholders then entitled to vote for the election of directors at a special meeting called for that purpose, either with or without cause.

Section 3.3.Newly Created Directorship and Vacancies.  Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason whatsoever shall be filled by vote of the Board.  If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office.  Any director elected to fill a vacancy shall be elected until the next meeting of stockholders at which the election of directors is in the regular course of business, and until his successor has been elected and qualified.

Section 3.4.Powers and Duties.  Subject to the applicable provisions of law, these By-Laws or the Certificate of Incorporation, but in furtherance and not in limitation of any rights therein conferred, the Board of Directors shall have the control and management of the business and affairs of the Corporation and shall exercise all such powers of the Corporation and do all such lawful acts and things as may be exercised by the Corporation.

Section 3.5.Place of Meetings.  All meetings of the Board of Directors may be held either within or without the State of Delaware.

Section 3.6.Annual Meetings.  An annual meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders, and no notice of such meeting to the newly elected directors shall be necessary in order to legally constitute the meeting, provided a quorum shall be present, or the newly elected directors may meet at such time and place as shall be fixed by the written consent of all of such directors.

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Section 3.7.Regular Meetings.  Regular meetings of the Board of Directors may be held upon such notice or without notice, and at such time and at such place as shall from time to time be determined by the Board.

Section 3.8.Special Meetings.  Special meetings of the Board of Directors may be called by a majority of the Board of Directors.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 3.9.Notice of Meetings.  Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall be given by the Secretary or an Assistant Secretary and shall state the place, date and time of the meeting.  Notice of each such meeting shall be given orally or shall be mailed to each director at his residence or usual place of business.  If notice of less than three (3) days is given, it shall be oral, whether by telephone or in person, or sent by special delivery mail or telegraph.  If mailed, the notice shall be given when deposited in the United States mail, postage prepaid.  Notice of any adjourned meeting, including the place, date and time of the new meeting, shall be given to all directors not present at the time of the adjournment, as well as to the other directors unless the place, date and time of the new meeting is announced at the adjourned meeting.  Nothing herein contained shall preclude the directors from waiving notice as provided in Section 4.1 hereof.

Section 3.10.Quorum and Voting.  At all meetings of the Board of Directors, a majority of the entire Board shall be necessary to, and shall constitute a quorum for, the transaction of business at any meeting of directors, unless otherwise provided by any applicable provision of law, by these By-Laws, or by the Certificate of Incorporation.  The act of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the

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Board of Directors, unless otherwise provided by an applicable provision of law, by these By-Laws or by the Certificate of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present.

Section 3.11.Compensation.  The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.

Section 3.12.Books and Records.  The directors may keep the books of the Corporation, except such as are required by law to be kept within the state, outside of the State of Delaware, at such place or places as they may from time to time determine.

Section 3.13.Action without a Meeting.  Any action required or permitted to be taken by the Board, or by a committee of the Board, may be taken without a meeting if all members of the Board or the committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action.  Any such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 3.14.Telephone Participation.  Any one or more members of the Board, or any committee of the Board, may participate in a meeting of the Board or committee by means of a conference telephone call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

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Section 3.15.Committees of the Board.  The Board, by resolution adopted by a majority of the entire Board, may designate one or more committees, each consisting of one or more directors.  The Board may designate one or more directors as alternate members of any such committee.  Such alternate members may replace any absent member or members at any meeting of such committee.  Each committee (including the members thereof) shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board.  Except as otherwise provided by law, each such committee, to the extent provided in the resolution establishing it, shall have and may exercise all the authority of the Board with respect to all matters.  However, no such committee shall have power or authority to:

(a)amend the Certificate of Incorporation;

(b)adopt an agreement of merger or consolidation;

(c)recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d)recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution;

(e)amend these By-Laws; and unless expressly so provided by resolution of the Board, no such committee shall have power or authority to:

(1)declare a dividend; or

(2)authorize the issuance of shares of the Corporation of any class.

ARTICLE IV
WAIVER

Section 4.1.Waiver.  Whenever a notice is required to be given by any provision of law, by these By-Laws, or by the Certificate of Incorporation, a waiver thereof in writing,

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whether before or after the time stated therein, shall be deemed equivalent to such notice.  In addition, any stockholder attending a meeting of stockholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him, and any director attending a meeting of the Board of Directors without protesting prior to the meeting or at its commencement such lack of notice, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE V
OFFICERS

Section 5.1.Executive Officers.  The officers of the Corporation shall be a President or Chief Executive Officer, and a Secretary.  Any person may hold two or more of such offices.  The officers of the Corporation shall be elected annually (and from time to time by the Board of Directors, as vacancies occur), at the annual meeting of the Board of Directors following the meeting of stockholders at which the Board of Directors was elected.

Section 5.2.Other Officers.  The Board of Directors may appoint such other officers and agents, including a Chief Executive Officer, Vice Presidents, Assistant Vice Presidents, Secretaries, Assistant Secretaries and Assistant Treasurers, as it shall at any time or from time to time deem necessary or advisable.

Section 5.3.Authorities and Duties.  All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of business and affairs of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, as may be prescribed by the Board of Directors.

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Section 5.4.           Tenure and Removal.  The officers of the Corporation shall be elected or appointed to hold office until their respective successors are elected or appointed.  All officers shall hold office at the pleasure of the Board of Directors, and any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors for cause or without cause at any regular or special meeting.

Section 5.5.           Vacancies.  Any vacancy occurring in any office of the Corporation, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board of Directors.

Section 5.6.           Compensation.  The salaries and other compensation of all officers and agents of the Corporation shall be fixed by or in the manner prescribed by the Board of Directors.

Section 5.7.           President; Chief Executive Officer.  The President or Chief Executive Officer shall have general charge of the business and affairs of the Corporation and in the absence of the Chairman of the Board, the President or Chief Executive Officer shall preside at all meetings of the stockholders and the directors.  The President or Chief Executive Officer shall perform such other duties as are properly required of him by the Board of Directors.

Section 5.8.           Chairman of the Board; Vice-Chairman of the Board.  The Chairman of the Board and the Vice-Chairman of the Board shall have general and active supervision and direction over the other officers, agents and employees of the Corporation and shall see that their duties are properly performed, subject, however, to the control of the Board of Directors.  The Chairman of the Board and the Vice-Chairman of the Board shall perform all duties incident to the offices of Chairman and Vice-Chairman, respectively and such other duties as from time to

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time may be assigned to the Chairman or Vice-Chairman by the Board of Directors or these By- Laws.

Section 5.9.           Vice President.  Each Vice President, if any, shall perform such duties as may from time to time be assigned to him by the Board of Directors.

Section 5.10.         Secretary. The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and shall record all proceedings taken at such meetings in a book to be kept for that purpose; he shall see that all notices of meetings of stockholders and meetings of the Board of Directors are duly given in accordance with the provisions of these By-Laws or as required by law; he shall be the custodian of the records and of the corporate seal or seals of the Corporation; he shall have authority to affix the corporate seal or seals to all documents, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed it may be attested by his signature; and in general, he shall perform all duties incident to the office of the Secretary of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.11.         Treasurer.  The Treasurer, if any, shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit, or cause to be deposited, in the name and to the credit of the Corporation, all moneys and valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors.  He shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; he shall render to the President or Chief Executive Officer and to each member of the Board of Directors, whenever requested, an account of all of his transactions as Treasurer and of the financial condition of the Corporation; and in general, he

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shall perform all of the duties incident to the office of the Treasurer of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.12.         Other Officers.  The Board of Directors may also elect or may delegate to the President or Chief Executive Officer the power to appoint such other officers as it may at any time or from time to time deem advisable, and any officers so elected or appointed shall have such authority and perform such duties as the Board of Directors or the President or the Chief Executive Officer, if he shall have appointed them, may from time to time prescribe.

ARTICLE VI
PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1.           Form and Signature.  The shares of the Corporation shall be represented by a certificate signed by the Chairman of the Board or President or Chief Executive Officer or any Vice President and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, and shall bear the seal of the Corporation or a facsimile thereof.  Each certificate representing shares shall state upon its face (a) that the Corporation is formed under the laws of the State of Delaware, (b) the name of the person or persons to whom it is issued, (c) the number of shares which such certificate represents and (d) the par value, if any, of each share represented by such certificate.

Section 6.2.           Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to

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recognize any equitable or legal claim to or interest in such shares on the part of any other person.

Section 6.3.           Transfer of Stock.  Upon surrender to the Corporation or the appropriate transfer agent, if any, of the Corporation, of a certificate representing shares of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer,.  and, in the event that the certificate refers to any agreement restricting transfer of the shares which it represents, proper evidence of compliance with such agreement, a new certificate shall be issued to the person entitled thereto, and the old certificate canceled and the transaction recorded upon the books of the Corporation.

Section 6.4.           Lost Certificates, etc.  The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated, stolen or destroyed, and the Board may require the owner of such lost, mutilated, stolen or destroyed certificate, or his legal representatives, to make an affidavit of the fact and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 6.5.           Record Date.  For the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express written consent to any corporate action without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date. 

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Such date shall not be more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

Section 6.6.           Regulations.  Except as otherwise provided by law, the Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient, concerning the issue, transfer and registration of certificates for the securities of the Corporation.  The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars and may require all certificates for shares of capital stock to bear the signature or signatures of any of them.

ARTICLE VII
GENERAL PROVISIONS

Section 7.1.           Dividends and Distributions.  Dividends and other distributions upon or with respect to outstanding shares of stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, bonds, property, or in stock of the Corporation.  The Board shall have full power and discretion, subject to the provisions of the Certificate of Incorporation or the terms of any other corporate document or instrument to determine what, if any, dividends or distributions shall be declared and paid or made.

Section 7.2.           Checks, etc.  All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or other person or persons as may from time to time be designated by the Board of Directors.

Section 7.3.           Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal Delaware”.  The seal

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may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.4.           Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.5.           General and Special Bank Accounts.  The Board may authorize from time to time the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may be delegated by the Board from time to time.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

ARTICLE VIII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 8.1.           Indemnification by Corporation.  To the extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) the Corporation shall indemnify any person against any and all judgments, fines, and amounts paid in settling or otherwise disposing of actions or threatened actions, and expenses in connection therewith, incurred by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or of any other corporation of any type or kind, domestic or foreign, which he served in any capacity at the request of the Corporation.  To the extent permitted by law,

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expenses so incurred by any such person in defending a civil or criminal action or proceeding shall at his request be paid by the Corporation in advance of the final disposition of such action or proceeding.

ARTICLE IX
ADOPTION AND AMENDMENTS

Section 9.1.           Power to Amend.  These By-Laws may be amended or repealed and any new By-Laws may be adopted by the Board of Directors; provided that these By-Laws and any other By-Laws amended or adopted by the Board of Directors may be amended, may be reinstated, and new By-Laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors.

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Table of Contents

		Page
ARTICLE I  OFFICES		1
Section 1.1.	Registered Office	1
Section 1.2.	Other Offices	1
ARTICLE II  MEETINGS OF STOCKHOLDERS		1
Section 2.1.	Place of Meetings	1
Section 2.2.	Annual Meetings	1
Section 2.3.	Special Meetings	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Quorum	2
Section 2.6.	Voting	3
Section 2.7.	Proxies	3
Section 2.8.	Consents	3
Section 2.9.	Stock Records	4
ARTICLE III  DIRECTORS		4
Section 3.1.	Number	4
Section 3.2.	Resignation and Removal	5
Section 3.3.	Newly Created Directorship and Vacancies	5
Section 3.4.	Powers and Duties	5
Section 3.5.	Place of Meetings	5
Section 3.6.	Annual Meetings	5
Section 3.7.	Regular Meetings	6
Section 3.8.	Special Meetings	6
Section 3.9.	Notice of Meetings	6
Section 3.10.	Quorum and Voting	6
Section 3.11.	Compensation	7
Section 3.12.	Books and Records	7
Section 3.13.	Action without a Meeting	7
Section 3.14.	Telephone Participation	7
Section 3.15.	Committees of the Board	8
ARTICLE IV  WAIVER		8
Section 4.1.	Waiver	8
ARTICLE V  OFFICERS		9

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Section 5.1.	Executive Officers	9
Section 5.2.	Other Officers	9
Section 5.3.	Authorities and Duties	9
Section 5.4.	Tenure and Removal	10
Section 5.5.	Vacancies	10
Section 5.6.	Compensation	10
Section 5.7.	President; Chief Executive Officer	10
Section 5.8.	Chairman of the Board; Vice-Chairman of the Board	10
Section 5.9.	Vice President	11
Section 5.10.	Secretary	11
Section 5.11.	Treasurer	11
Section 5.12.	Other Officers	12
ARTICLE VI  PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS		12
Section 6.1.	Form and Signature	12
Section 6.2.	Registered Stockholders	12
Section 6.3.	Transfer of Stock	13
Section 6.4.	Lost Certificates, etc.	13
Section 6.5.	Record Date	13
Section 6.6.	Regulations	14
ARTICLE VII  GENERAL PROVISIONS		14
Section 7.1.	Dividends and Distributions	14
Section 7.2.	Checks. etc.	14
Section 7.3.	Seal	14
Section 7.4.	Fiscal Year	15
Section 7.5.	General and Special Bank Accounts	15
ARTICLE VIII  INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS		15
Section 8.1.	Indemnification by Corporation	15
ARTICLE IX  ADOPTION AND AMENDMENTS		16
Section 9.1.	Power to Amend	16

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EX-3.14

Exhibit 3.14

AMENDED BY-LAWS OF
U.S. CANCER CARE, INC.
May 22, 1998

Pursuant to Article IX, Section 9.1 of the By-Laws of U.S. Cancer Care, Inc, (the “Corporation”), the By-Laws of the Corporation are hereby amended as follows:

1.By inserting the following provisions immediately after Section 2.6 of the By-Laws:

“, subject to the following limitations:

(a)No payment in excess of One Hundred Thousand Dollars ($100,000), and no payments exceeding in the aggregate One Hundred Thousand Dollars ($100,000) in the course of any consecutive twelve (12) month period, shall be made by the Corporation to any consultant or employee of, or independent contractor with, the Corporation except pursuant to and in accordance with the terms of a written consulting, employment or other contract unless such payment or payments shall first be approved (a) by a resolution or resolutions unanimously adopted by the board of directors or (b) by the affirmative vote of not less than eighty percent (80%) of the outstanding stock entitled to vote generally in the election of directors (considered for this purpose as one class).

(b)Except for that plan or those plans described in any private placement memorandum with respect to the Corporation dated February 13, 1998, as supplemented by supplements No. 1, 2 and 3 thereto, dated March 30, 1998, April 24, 1998 and May 13, 1998, respectively (collectively, “the Memorandum”), no stock plan or stock option plan shall be established except (a) by a resolution or resolutions unanimously adopted by the board of directors or (b) as approved by the affirmative vote of not less than eighty percent (80%) of the outstanding stock entitled to vote generally in the election of directors (considered for this purpose as one class).

(c)No warrants, options or rights shall be issued pursuant to any employee stock option plan (other than pursuant to the stock option plan and other arrangements that are described in the Memorandum, except (a) by a resolution or resolutions unanimously adopted by the board of directors or (b) by the affirmative vote of not less than eighty percent (80%) of the outstanding stock entitled to vote generally in the election of directors (considered for this purpose as one class).”

2.By deleting Section 3.1 thereof and inserting the following new Section in lieu thereof:

Section 3.1.  Number.  The number of directors of the Corporation which shall constitute the entire Board of Directors shall initially be fixed by the incorporator and thereafter from time to time by a vote of a majority of the entire Board and shall be not less than one nor more than nine.  The first Board of Directors shall consist of two members.

EX-3.15

Exhibit 3.15

CERTIFICATE OF INCORPORATION
OF
USCC ACQUISITION CORP.

The undersigned, for the purposes of forming a corporation pursuant to the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:

FIRST:The name of the Corporation is:  USCC Acquisition Corp.

SECOND:The registered office of the Corporation is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, State of Delaware, 19805.  The name of its registered agent at that address is Corporation Service Company.

THIRD:The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH:The aggregate number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000), par value $.01 per share, all of which shall be designated “Common Stock.”

FIFTH:The name and mailing address of the Incorporator are:

Maria Gattuso, Esq.

% Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue

New York, New York 10022

SIXTH:In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

(a)to adopt, amend or repeal the By-Laws of the Corporation in such manner and subject to such limitations, if any, as shall be set forth in the By-Laws;

(b)to allot and authorize the issuance of the authorized but unissued shares of the Corporation, including the declaration of dividends payable in shares of any class to stockholders of any class; and

(c)to exercise all of the powers of the Corporation, insofar as the same may lawfully be vested by this certificate in the board of directors.

SEVENTH:No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of a fiduciary duty as a director; provided, however, that to the extent required by the provisions of Section 102(b)(7) of the General Corporation Law of the State of Delaware or any successor statute, or any other laws of the State of Delaware, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of

the General Corporation Law of the State of Delaware, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any act or omission occurring prior to the date when this paragraph SEVENTH becomes effective.  If the General Corporation Law of the State of Delaware hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware.  Any repeal or modification of this paragraph SEVENTH by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing as of the time of such repeal or modification.

EIGHTH:(a)Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified by the Corporation to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expense, liability and loss (including settlement) reasonably incurred or suffered by such person in connection with such service; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by him only if such proceeding was authorized by the board of directors, either generally or in the specific instance.  The right to indemnification shall include the advancement of expenses incurred in defending any such proceeding in advance of its final disposition in accordance with procedures established from time to time by the board of directors; provided, however, that if the General Corporation Law of the State of Delaware so requires, the director, officer or employee shall deliver to the Corporation an undertaking to repay all amounts so advanced if it shall ultimately be determined that he is not entitled to be Indemnified under this Article EIGHTH or otherwise.

(b)Nonexclusivity.  The rights of indemnification provided in this Article EIGHTH shall be in addition to any rights to which any person may otherwise be entitled by law or under any By-Law, agreement, vote of stockholders or disinterested directors, or otherwise.  Such rights shall continue as to any person who has ceased to be a director, officer or employee and shall inure to the benefit of his heirs, executors and administrators, and shall be applied to proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof.

(c)Insurance.  The Corporation may purchase and maintain insurance to protect any person against any liability or expense asserted against or incurred by such person in connection with any proceeding, whether or not the Corporation would have the power to indemnify such person against such liability or expense by law or under this Article EIGHTH or otherwise.  The Corporation may create a trust fund, grant a security interest or use other means (including without limitation, a letter of credit) to insure the payment of such sums as may become necessary to effect indemnification as provided herein.

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IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of April , 1998.

/s/ Maria Gattuso

Maria Gattuso

Sole Incorporator

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EX-3.16

Exhibit 3.16

BY-LAWS

OF

USCC ACQUISITION CORP.

ARTICLE I
OFFICES

Section 1.1Registered Office.  The registered office of the Corporation within the State of Delaware shall be located at the principal place of business in said State of such corporation or individual acting as the Corporation’s registered agent in Delaware.

Section 1.2Other Offices.  The Corporation may also have offices and places of business at such other places both within and without the State of Delaware as the Board of Directors may from time to, time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 2.1Place of Meetings.  All meetings of stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2Annual Meetings.  The annual meeting of stockholders for the election of directors shall be held at such time on such day, other than a legal holiday, as the Board of Directors in each such year determines.  At the annual meeting, the stockholders entitled to vote for the election of directors shall elect, by a plurality vote, a Board of Directors and transact such other business as may properly come before the meeting.

Section 2.3Special Meeting.  Special meetings of stockholders, for any purpose or purposes, may be called by a majority of the Board of Directors.  Any such request shall state the purpose or purposes of the proposed meeting.  At any special meeting of stockholders, only such business may be transacted as is related to the purpose or purposes set forth in the notice of such meeting.

Section 2.4Notice of Meetings.  Written notice of every meeting of stockholders, stating the place, date and hour thereof and, in the case of a special meeting of stockholders, the purpose or purposes thereof and the person or persons by whom or at whose direction such meeting has been called and such notice is being issued, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the stock transfer books of the Corporation.  Nothing herein contained shall preclude the stockholders from waiving notice as provided in Section 4.1 hereof.

Section 2.5Quorum.  The holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote, represented in person or by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at any meeting of stockholders.  If, however, such quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. 

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Notwithstanding the foregoing, if after any such adjournment the Board of Directors shall fix a new record date for the adjourned meeting, or if the adjournment is for more than thirty (30) days, a notice of such adjourned meeting shall be given as provided in Section 2.4 of these By-Laws, but such notice may be waived as provided in Section 4.1 hereof.

Section 2.6Voting.  At each meeting of stockholders, each holder of record of shares of stock entitled to vote shall be entitled to vote in person or by proxy, and each such holder shall be entitled to one vote for every share standing in his name on the books of the Corporation as of the record date fixed by the Board of Directors or prescribed by law and, if a quorum is present, a majority of the shares of such stock present or represented at any meeting of stockholders shall be the vote of the stockholders with respect to any item of business, unless otherwise provided by any applicable provision of law, by these By-Laws or by the Certificate of Incorporation.

Section 2.7Proxies.  Every stockholder entitled to vote at a meeting or by consent without a meeting may authorize another person or persons to act for him by proxy.  Each proxy shall be in writing executed by the stockholder giving the proxy or by his duly authorized attorney.  No proxy shall be valid after the expiration of three (3) years from its date, unless a longer period is provided for in the proxy.  Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it, or his legal representatives or assigns except in those cases where an irrevocable proxy permitted by statute has been given.

Section 2.8Consents.  Whenever a vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of statute, the Certificate of Incorporation or these By-Laws, the meeting, prior notice thereof and vote of stockholders may be dispensed with if the holders of shares having not less than the minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall

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consent in writing to the taking of such action.  Where corporate action is taken in such matter by less than unanimous written consent, prompt written notice of the taking of such action shall be given thereto.

Section 2.9Stock Records.  The Secretary or agent having charge of the stock transfer books shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order and showing the address of and the number and class and series, if any, of shares held by each.  Such list, for a period of ten (10) days prior to such meeting, shall be kept at the principal place of business of the Corporation or at the office of the transfer agent or registrar of the Corporation and such other places as required by statute and shall be subject to inspection by any stockholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder at any time during the meeting.

ARTICLE III
DIRECTORS

Section 3.1Number.  The number of directors of the Corporation which shall constitute the entire Board of Directors shall initially be fixed by the Incorporator and thereafter from time to time by a vote of a majority of the entire Board and shall be not less than one nor more than nine.  The first Board of Directors shall consist of one member.

Section 3.2Resignation and Removal.  Any director may resign at any time upon notice of resignation to the Corporation.  Any director may be removed at any time by vote of the stockholders then entitled to vote for the election of directors at a special meeting called for that purpose, either with or without cause.

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Section 3.3Newly Created Directorship and Vacancies.  Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason whatsoever shall be filled by vote of the Board.  If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office.  Any director elected to fill a vacancy shall be elected until the next meeting of stockholders at which the election of directors is in the regular course of business, and until his successor has been elected and qualified.

Section 3.4Powers and Duties.  Subject to the applicable provisions of law, these By-Laws or the Certificate of Incorporation, but in furtherance and not in limitation of any rights therein conferred, the Board of Directors shall have the control and management of the business and affairs of the Corporation and shall exercise all such powers of the Corporation and do all such lawful acts and things as may be exercised by the Corporation.

Section 3.5Place of Meetings.  All meetings of the Board of Directors may be held either within or without the State of Delaware.

Section 3.6Annual Meetings.  An annual meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders, and no notice of such meeting to the newly elected directors shall be necessary in order to legally constitute the meeting, provided a quorum shall be present, or the newly elected directors may meet at such time and place as shall be fixed by the written consent of all of such directors.

Section 3.7Regular Meetings.  Regular meetings of the Board of Directors may be held upon such notice or without notice, and at such time and at such place as shall from time to time be determined by the Board.

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Section 3.8Special Meetings.  Special meetings of the Board of Directors may be called by a majority of the Board of Directors.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 3.9Notice of Meetings.  Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall be given by the Secretary or an Assistant Secretary and shall state the place, date and time of the meeting.  Notice of each such meeting shall be given orally or shall be mailed to each director at his residence or usual place of business.  If notice of less than three (3) days is given; it shall be oral, whether by telephone or in person, or sent by special delivery mail or telegraph.  If mailed, the notice shall be given when deposited in the United States mail, postage prepaid.  Notice of any adjourned meeting, including the place, date and time of the new meeting, shall be given to all directors not present at the time of the adjournment, as well as to the other directors unless the place, date and time of the new meeting is announced at the adjourned meeting.  Nothing herein contained shall preclude the directors from waiving notice as provided in Section 4.1 hereof.

Section 3.10Quorum and Voting.  At all meetings of the Board of Directors, a majority of the entire Board shall be necessary to, and shall constitute a quorum for, the transaction of business at any meeting of directors, unless otherwise provided by any applicable provision of law, by these By-Laws, or by the Certificate of Incorporation.  The act of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors, unless otherwise provided by an applicable provision of law, by these By-Laws or by the Certificate of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present.

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Section 3.11Compensation.  The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.

Section 3.12Books and Records.  The directors may keep the books of the Corporation, except such as are required by law to be kept within the state, outside of the State of Delaware, at such place or places as they may from time to time determine.

Section 3.13Action without a Meeting.  Any action required or permitted to be taken by the Board, or by a committee of the Board, may be taken without a meeting if all members of the Board or the committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action.  Any such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 3.14Telephone Participation.  Any one or more members of the Board, or any committee of the Board, may participate in a meeting of the Board or committee by means of a conference telephone call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 3.15Committees of the Board.  The Board, by resolution adopted by a majority of the entire Board, may designate one or more committees, each consisting of one or more directors.  The Board may designate one or more directors as alternate members of any such committee.  Such alternate members may replace any absent member or members at any meeting of such committee.  Each committee (including the members thereof) shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board.  Except as otherwise provided by law, each such committee, to the extent provided in

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the resolution establishing it, shall have and may exercise all the authority of the Board with respect to all matters.  However, no such committee shall have power or authority to:

(a)amend the Certificate of Incorporation;

(b)adopt an agreement of merger or consolidation;

(c)recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d)recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution;

(e)amend these By-Laws; and unless expressly so provided by resolution of the Board, no such committee shall have power or authority to:

(1) declare a dividend; or

(2) authorize the issuance of shares of the Corporation of any class.

ARTICLE IV
WAIVER

Section 4.1Waiver.  Whenever a notice is required to be given by any provision of law, by these By-Laws, or by the Certificate of Incorporation, a waiver thereof in writing, whether before or after the time stated therein, shall be deemed equivalent to such notice.  In addition, any stockholder attending a meeting of stockholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him, and any director attending a meeting of the Board of Directors without protesting prior to the meeting or at its commencement such lack of notice, shall be conclusively deemed to have waived notice of such meeting.

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ARTICLE V

OFFICERS

Section 5.1            Executive Officers.  The officers of the Corporation shall be a President or Chief Executive Officer, and a Secretary.  Any person may hold two or more of such offices.  The officers of the Corporation shall be elected annually (and from time to time by the Board of Directors, as vacancies occur), at the annual meeting of the Board of Directors following the meeting of stockholders at which the Board of Directors was elected.

Section 5.2            Other Officers.  The Board of Directors may appoint such other officers and agents, including a Chief Executive Officer, Vice Presidents, Assistant Vice Presidents, Secretaries, Assistant Secretaries and Assistant Treasurers, as it shall at any time or from time to time deem necessary or advisable.

Section 5.3            Authorities and Duties.  All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of business and affairs of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, as may be prescribed by the Board of Directors.

Section 5.4            Tenure and Removal.  The officers of the Corporation shall be elected or appointed to hold office until their respective successors are elected or appointed.  All officers shall hold office at the pleasure of the Board of Directors, and any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors for cause or without cause at any regular or special meeting.

Section 5.5            Vacancies.  Any vacancy occurring in any office of the Corporation, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board of Directors.

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Section 5.6            Compensation.  The salaries and other compensation of all officers and agents of the Corporation shall be fixed by or in the manner prescribed by the Board of Directors.

Section 5.7            President; Chief Executive Officer.  The President or Chief Executive Officer shall have general charge of the business and affairs of the Corporation and in the absence of the Chairman of the Board, the President or Chief Executive Officer shall preside at all meetings of the stockholders and the directors.  The President or Chief Executive Officer shall perform such other duties as are properly required of him by the Board of Directors.

Section 5.8            Chairman of the Board; Vice-Chairman of the Board.  The Chairman of the Board and the Vice-Chairman of the Board shall have general and active supervision and direction over the other officers, agents and employees of the Corporation and shall see that their duties are properly performed, subject, however, to the control of the Board of Directors.  The Chairman of the Board and the Vice-Chairman of the Board shall perform all duties incident to the offices of Chairman and Vice-Chairman, respectively and such other duties as from time to time may be assigned to the Chairman or Vice-Chairman by the Board of Directors or these By- Laws.

Section 5.9            Vice President.  Each Vice President, if any, shall perform such duties as may from time to time be assigned to him by the Board of Directors.

Section 5.10          Secretary.  The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and shall record all proceedings taken at such meetings in a book to be kept for that purpose; he shall see that all notices of meetings of stockholders and meetings of the Board of Directors are duly given in accordance with the provisions of these By-Laws or as required by law; he shall be the custodian of the records and of the corporate seal or seals of the Corporation; he shall have authority to affix the

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corporate seal or seals to all documents, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed it may be attested by his signature; and in general, he shall perform all duties incident to the office of the Secretary of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.11          Treasurer.  The Treasurer, if any, shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit, or cause to be deposited, in the name and to the credit of the Corporation, all moneys and valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors.  He shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; he shall render to the President or Chief Executive Officer and to each member of the Board of Directors, whenever requested, an account of all of his transactions as Treasurer and of the financial condition of the Corporation; and in general, he shall perform all of the duties incident to the office of the Treasurer of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.12          Other Officers.  The Board of Directors may also elect or may delegate to the President or Chief Executive Officer the power to appoint such other officers as it may at any time or from time to time deem advisable, and any officers so elected or appointed shall have such authority and perform such duties as the Board of Directors or the President or the Chief Executive Officer, if he shall have appointed them, may from time to time prescribe.

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ARTICLE VI

PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1            Form and Signature.  The shares of the Corporation shall be represented by a certificate signed by the Chairman of the Board or President or Chief Executive Officer or any Vice President and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, and shall bear the seal of the Corporation or a facsimile thereof.  Each certificate representing shares shall state upon its face (a) that the Corporation is formed under the laws of the State of Delaware, (b) the name of the person or persons to whom it is issued, (c) the number of shares which such certificate represents and (d) the par value, if any, of each share represented by such certificate.

Section 6.2            Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

Section 6.3            Transfer of Stock.  Upon surrender to the Corporation or the appropriate transfer agent, if any, of the Corporation, of a certificate representing shares of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and, in the event that the certificate refers to any agreement restricting transfer of the shares which it represents, proper evidence of compliance with such agreement, a new certificate shall be issued to the person entitled thereto, and the old certificate canceled and the transaction recorded upon the books of the Corporation.

Section 6.4            Lost Certificates, etc.  The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated,

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stolen or destroyed, and the Board may require the owner of such lost, mutilated, stolen or destroyed certificate, or his legal representatives, to make an affidavit of the fact and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 6.5            Record Date.  For the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express written consent to any corporate action without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date.  Such date shall not be more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

Section 6.6            Regulations.  Except as otherwise provided by law, the Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient, concerning the issue, transfer and registration of certificates for the securities of the Corporation.  The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars and may require all certificates for shares of capital stock to bear the signature or signatures of any of them.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1            Dividends and Distributions.  Dividends and other distributions upon or with respect to outstanding shares of stock of the Corporation may be declared by the

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Board of Directors at any regular or special meeting, and may be paid in cash, bonds, property, or in stock of the Corporation.  The Board shall have full power and discretion, subject to the provisions of the Certificate of Incorporation or the terms of any other corporate document or instrument to determine what, if any, dividends or distributions shall be declared and paid or made.

Section 7.2            Checks, etc.  All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or other person or persons as may from time to time be designated by the Board of Directors.

Section 7.3            Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.4            Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.5            General and Special Bank Accounts.  The Board may authorize from time to time the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may be delegated by the Board from time to time.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

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ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 8.1            Indemnification by Corporation.  To the extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) the Corporation shall indemnify any person against any and all judgments, fines, and amounts paid in settling or otherwise disposing of actions or threatened actions, and expenses in connection therewith, incurred by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or of any other corporation of any type or kind, domestic or foreign, which he served in any capacity at the request of the Corporation.  To the extent permitted by law, expenses so incurred by any such person in defending a civil or criminal action or proceeding shall at his request be paid by the Corporation in advance of the final disposition of such action or proceeding.

ARTICLE IX

ADOPTION AND AMENDMENTS

Section 9.1            Power to Amend.  These By-Laws may be amended or repealed and any new By-Laws may be adopted by the Board of Directors; provided that these By-Laws and any other By-Laws amended or adopted by the Board of Directors may be amended, may be reinstated, and new By-Laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors.

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Table of Contents

		Page
ARTICLE I
OFFICES		1
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
ARTICLE II
MEETINGS OF STOCKHOLDERS		1
Section 2.1	Place of Meetings	1
Section 2.2	Annual Meetings	1
Section 2.3	Special Meeting	2
Section 2.4	Notice of Meetings	2
Section 2.5	Quorum	2
Section 2.6	Voting	3
Section 2.7	Proxies	3
Section 2.8	Consents	3
Section 2.9	Stock Records	4
ARTICLE III
DIRECTORS		4
Section 3.1	Number	4
Section 3.2	Resignation and Removal	4
Section 3.3	Newly Created Directorship and Vacancies	5
Section 3.4	Powers and Duties	5
Section 3.5	Place of Meetings	5
Section 3.6	Annual Meetings	5
Section 3.7	Regular Meetings	5
Section 3.8	Special Meetings	6
Section 3.9	Notice of Meetings	6
Section 3.10	Quorum and Voting	6
Section 3.11	Compensation	7
Section 3.12	Books and Records	7
Section 3.13	Action without a Meeting	7
Section 3.14	Telephone Participation	7
Section 3.15	Committees of the Board	7
ARTICLE IV
WAIVER		8
Section 4.1	Waiver	8
ARTICLE V
OFFICERS		9
Section 5.1	Executive Officers	9
Section 5.2	Other Officers	9
Section 5.3	Authorities and Duties	9
Section 5.4	Tenure and Removal	9
Section 5.5	Vacancies	9
Section 5.6	Compensation	10

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Section 5.7	President; Chief Executive Officer	10
Section 5.8	Chairman of the Board; Vice-Chairman of the Board	10
Section 5.9	Vice President	10
Section 5.10	Secretary	10
Section 5.11	Treasurer	11
Section 5.12	Other Officers	11
ARTICLE VI
PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS		12
Section 6.1	Form and Signature	12
Section 6.2	Registered Stockholders	12
Section 6.3	Transfer of Stock	12
Section 6.4	Lost Certificates, etc.	12
Section 6.5	Record Date	13
Section 6.6	Regulations	13
ARTICLE VII
GENERAL PROVISIONS		13
Section 7.1	Dividends and Distributions	13
Section 7.2	Checks, etc.	14
Section 7.3	Seal	14
Section 7.4	Fiscal Year	14
Section 7.5	General and Special Bank Accounts	14
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS		15
Section 8.1	Indemnification by Corporation	15
ARTICLE IX
ADOPTION AND AMENDMENTS		15
Section 9.1	Power to Amend	15

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EX-3.17

Exhibit 3.17

CERTIFICATE OF INCORPORATION

OF

USCC FLORIDA ACQUISITION CORP.

I.

The name of this Corporation is USCC FLORIDA ACQUISITION CORP.

II.

Its registered office in the state of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The registered agent in charge thereof is The Corporation Trust Company.

III.

The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

IV.

This Corporation is authorized to issue one (1) class of stock, to be designated Common Stock, par value $0.01 per share. The total number of shares of Common Stock that this Corporation shall have authority to issue is 1,000.

V.

The name and mailing address of the incorporator is as follows:

Daniel J. Leer, Esq.

c/o Venture Counsel Associates, LLP

1999 Harrison Street, Suite 1300

Oakland, CA 94612

I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 24th day of September, 1998.

/s/ Daniel J. Leer, Incorporator

Daniel J. Leer, Incorporator

EX-3.18

Exhibit 3.18

BY-LAWS OF
USCC FLORIDA ACQUISITION CORPORATION

ARTICLE I
Offices and Registered Agent

Section 1.1.           Principal Office.  The principal office of the corporation shall be 610 Newport Center Drive, Suite 350, Newport Beach, California 92660.  The corporation may have other offices at such places, within or without the State of Delaware, as the Board of Directors may from time to time determine the business of the corporation to require.

Section 1.2.           Registered Agent.  The Board of Directors of the corporation shall designate a registered agent for service of process on the corporation for the state in which the corporation is incorporated and for each state in which the corporation qualifies to do business.  The initial registered agent for service of process in the state of incorporation of the corporation shall be set forth in its Certificate of Incorporation.  If required by law, each registered agent and each successor registered agent appointed pursuant to this Section 1.2 shall file a statement in writing with the appropriate Department of State accepting the appointment as registered agent simultaneously with being designated, unless such agent signed the document making the appointment.

ARTICLE II
Stockholders

Section 2.1.           Annual Meetings.  An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the state of Delaware, as may be designated by resolution of the Board of Directors from time to time.

Section 2.2.           Special Meetings.  Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors or Chief Executive Officer of the corporation, or when requested in writing by not less than twenty-five percent (25%) of all the issued and outstanding shares of the capital stock of the corporation.

Section 2.3.           Notice of Meetings.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given personally, by first class mail, telegram or facsimile transmission by or at the direction of the individual calling the meeting and shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the Meeting is called.  Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to Vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

Section 2.4.           Adjournments.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.  If the

adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.5.           Quorum.  Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum.  In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.4 of these by-laws until a quorum shall attend.  Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 2.6.           Organization.  Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.  The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote.

Section 2.7.           Voting; Proxies.  Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation.  Voting at meetings of stockholders need not be by written ballot and, unless otherwise requited by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting.  At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect such directors.  All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon.

Section 2.8.           Fixing Date for Determination of Stockholders of Record.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action

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in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which -the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action shall not be more than sixty days prior to such other action.  If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 2.9.           List of Stockholders Entitled to Vote.  The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and tire number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.10.        Action By Consent of Stockholders.  Unless otherwise restricted by the certificate of incorporation, any action requited or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered by hand or by certified or registered mail, return receipt requested, to the corporation by delivery to its registered

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office in the state of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded.  Prompt notice oldie taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.11.        Conduct of Meetings.  The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate.  Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not he required to be held in accordance with the rules of parliamentary procedure.

ARTICLE III
Board of Directors

Section 3.1.           Number; Qualifications.  The initial Board of Directors shall consist of two (2) members, which number may be increased or decreased by action of the stockholders of the corporation, but in no event shall the number be less than two (2).  Directors need not be stockholders.  The Board of Directors at all times shall have the management and control of the corporation.

Section 3.2.           Regular Meetings.  Regular meetings of the Board of Directors may be held at such places within or without the state of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.

Section 3.3.           Special Meetings.  Special meetings of the Board of Directors may be held at any time or place within or without the state of Delaware whenever called by the Chairman, Chief Executive Officer, President, any Vice President, or by any member of the Board of Directors.  Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least forty-eight hours before the special meeting.

Section 3.4.           Telephonic Meetings Permitted.  Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

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Section 3.5.           Quorums; Vote Required for Action.  At all meetings of the Board of Directors a majority of the entire Board of Directors shall constitute a quorum for the transaction of business.  Except in cases in which the certificate of incorporation or these by-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  In the event that an equal number of votes are cast for and against any issue by the directors present at any meeting of the Board of Directors at which a quorum is present, the Chairman of the Board (who shall be the Chief Executive Officer) shall have the deciding vote.

Section 3.6.           Organization.  Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the Chief Executive Officer, or in their absence by a chairman chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 3.7.           Informal Action by Directors.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 3.8.           Removal of Directors.  At any meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares of the stock of the corporation then entitled to vote at an election of directors.

Section 3.9.           Waiver of Notice.  Notice of any special meeting or any annual meeting of the Board of Directors shall be deemed to have been validly given to any director who signs a waiver of notice of such special or annual meeting, whether such waiver of notice be signed either before or after the meeting.  Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time or the meeting, or the manner in which the meeting has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 3.10.        Compensation.  By resolution of the Board of Directors, any director may be paid his or her expenses, if any, for attendance at any meeting of the Board of Directors, and may be paid such compensation for the performance of his other duties as a director as the Board of Directors shall determine, either in the form of an annual salary, a fee for attendance at each meeting or such other form of compensation as the Board of Directors shall deem appropriate.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation for such service.

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ARTICLE IV
Committees

Section 4.1.           Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or More committees, each committee to consist of one or more of the directors of the corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of-the Board of Directors to act at the meeting in place of any such absent or disqualified member.  Any such committee, to the extent permitted by law and to the extent provided  in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 4.2.           Committee Rules.  Unless the Bond of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business.  In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws.

ARTICLE V
Officers

Section 5.1.           Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies.  The Board of Directors shall elect a Chief Executive Officer, President, Secretary, and Treasurer.  The Chief Executive Officer may serve as the Chairman of the Board of Directors.  Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal.  Any officer may resign at any time upon written notice to the corporation.  The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation.  Any number of offices may be held by the same person.  Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 5.2.           Chief Executive Officer.  The Chief Executive Officer of the corporation shall have general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, have general supervision and direction over all other officers of the corporation and of the agents and employees of the corporation to see that their respective duties are properly performed, operate and conduct the business and affairs of the corporation according to the orders and resolutions of the Board of Directors and according to his or her own discretion whenever and wherever it is not expressly limited by such orders and resolutions, submit a report of the operations of the corporation to the Board of Directors at each regular meeting and to the shareholders at each annual meeting, from time to time report to the Board of Directors on matters within his or het knowledge that should be brought to their attention, and perform such other duties and

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have such other powers and authority as may be set forth elsewhere in these by-laws or as may be prescribed by the Board of Directors from time to time.

Section 5.3.           President.  The President of the Corporation shall assist the Chief Executive Officer of the corporation in the performance of his duties and shall have such other duties as may be delegated to him by the Board of Directors or the Chief Executive Officer.  The President shall also perform the function and duties of the Chief Executive Officer at any time the Chief Executive Officer is unable to perform his or her duties.

Section 5.4.           Vice-Presidents.  Each of the one or more Vice Presidents of the corporation shall assist the Chief Executive Officer and President in the performance of their official duties and shall have such other powers and perform such other duties as may be prescribed for those respective offices, from time to time, by the Board of Directors or by the by-laws.  Any Vice-President shall also perform the functions and duties of the President at any time the President is unable to perform his or het functions and duties.

Section 5.5.           Secretary.  The Secretary shall have custody of, and shall maintain, all corporate records except the financial records.  The Secretary shall record the minutes or all meetings of the shareholders and Board of Directors and shall send all notices of such meetings to the parties entitled thereto pursuant to the requirements of these by-laws and those established by law, unless such responsibility for the sending of such notices is otherwise delegated by the Board of Directors.  The Secretary shall maintain also a record of the names and addresses of all shareholders of the corporation and shall act as transfer agent for the corporation unless the Board of Directors shall specifically designate another individual to serve in such capacity.

Section 5.6.           Treasurer.  The Treasurer shall have custody of all corporate funds and financial records of the corporation and shall keep full and accurate accounts of receipts and disbursements.  Not later than ninety (90) days after the close of each fiscal year of the corporation, the treasurer shall prepare or cause to be prepared annual financial statements that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year.  If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

Section 5.7.           Vacancies.  Any vacancy, however occurring, in any office of the corporation may be filled by action on the Board of Directors.

ARTICLE VI
Stock

Section 6.1.           Certificates.  Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, if any, or the Chief Executive Officer or the President or a Vice President, and by the Treasurer or the Secretary, or other duly authorized agent of the corporation, certifying the number of shares owned by him in the corporation.  Any of or all the signatures on the certificate may be a Facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the

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corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 6.2.           Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.  The corporation may issue a new certificate-of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII
Indemnification

Section 7.1.           Right to Indemnification.  The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law, including but not limited to Section 145 of the General Corporation Law of Delaware as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was seizing at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person.  The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the corporation.

Section 7.2.           Prepayment of Expenses.  The corporation may, in its discretion, pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise.

Section 7.3.           Claims.  If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.  In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 7.4.           Nonexclusivity of Rights.  The rights conferred on any person by this Article VII shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

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Section 7.5.           Other Indemnification.  The corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise.

Section 7.6.           Amendment or Repeat.  Any repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VIII
Miscellaneous

Section 8.1.           Fiscal Year.  The fiscal year of the corporation shall be determined by the Board of Directors of the corporation.

Section 8.2.           Waiver of Notice of Meeting’s of Stockholders, Directors and Committees.  Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 8.3.           Form of Records.  Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

Section 8.4.           Amendment of By-Laws.  These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and/or repeal any by-laws whether adopted by them or otherwise.  These bylaws may only be amended or repealed by (i) the Board of Directors, or (ii) the affirmative vote of Stockholders holding a majority of the votes entitled to vote on any issue submitted to a vote of the Stockholders.

Section 8.5.           Depositories.  The money and funds of the corporation not otherwise invested by the Board of Directors shall be deposited by the Treasurer in the name and to the credit of the corporation in such bank or banks as the Board of Directors shall select.  All checks, drafts, notes and acceptances shall be signed by such officer or officers, agent or agents of the corporation and in such manner as the Board of Directors shall determine.

Section 8.6.           Contracts.  Except as otherwise provided by the Board of Directors, contracts may be executed on behalf of the corporation by the Chief Executive Officer, and may be attested and the corporate seal affixed by Secretary or any Assistant Secretary.  The

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Board of Directors may authorize the execution of contracts by such other officers, agents and employees as may be designated by them.

Section 8.7.           Dividends.  The Board of Directors of the corporation, from time to time, may declare and the corporation may pay dividends on its outstanding shares of capital stock, and such dividends may be paid in cash, property or additional shares of the corporation.

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EX-3.19

Exhibit 3.19

BILL JONES

SECRETARY OF STATE

LLC-1

LIMITED LIABILITY COMPANY

ARTICLES OF ORGANIZATION

IMPORTANT - Read the instructions before completing the form.

This document is presented for filing pursuant to Section 17050 of the California Corporations Code.

1.Limited liability company name: RADIATION ONCOLOGY CENTER, LLC

(End the name with “LLC” or “Limited Liability Company”. No periods between the letters in “LLC”. “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.”)

2.Latest date (month/day/year) on which the limited liability company is to dissolve: January 25, 2037

3.The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea Limited Liability Company Act.

4.Enter the name of initial agent for service of process and check the appropriate provision below:
Dr. Harvey Gilbert, which is

xan individual residing in California.  Proceed to Item 5.

oa corporation which has filed a certificate pursuant to Section 1505 of the California Corporations Code. Skip Item 5 and proceed to Item 6.

5.If the initial agent for service of process is an individual, enter a business or residential street address in California:

Street address:  1021 Copper Landing Court

City:  ModestoState:  California                                   & #160;                                                                     Zip Code:   95355

6.The limited liability company will be managed by : (check one)

x one managero more than one managero limited liability company members

7.If other matters are to be included in the Articles of Organization attach one or more separate pages.

Number of pages attached; if any:  0

8.It is hereby declared that I am the person who executed this instrument, which execution is my act and deed.				For Secretary of State Use
				101997087001
	/s/ Dr. Harvey Gilbert			[SEAL]
	Signature of organizer
	Dr. Harvey Gilbert
	Type or print name of organizer
	Date:	3/27/97, 1997
LLC-1			Approved by the Secretary of State
Filing Fee $80			L95

042930-0008

EX-3.20

Exhibit 3.20

RADIATION ONCOLOGY CENTER, LLC

Operating Agreement

Dated as of January 16, 2004

RADIATION ONCOLOGY CENTER, LLC

THIRD AMENDED AND RESTATED OPERATING AGREEMENT

THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT of Radiation Oncology Center, LLC (the “Company”) dated as of January 16, 2004, is by OnCURE Medical Corp., a Delaware corporation (the “Member”).

1.Formation.  The Company was formed by the filing of the Articles of Organization (the “Articles”) with the Secretary of State of the State of California.  The rights and liabilities of the Member shall be determined pursuant to the Beverly-Killea Limited Liability Company Act (the “Act”) of the Corporations Code of the State of California and this Agreement.  To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent permitted by the Act, shall control.

2.Name.  The name of the Company is Radiation Oncology Center, LLC.

3.Registered Office/Agent.  The registered office of the Company in the State of California is c/o OnCURE Medical Corp., located 610 Newport Center Drive, Suite 350, Newport Beach, California 92660.  The Company may, upon compliance with the applicable provisions of the Act, change its registered office or registered agent from time to time in the discretion of the Member.

4.Term.  The Company shall continue in perpetuity unless the Company is earlier dissolved in accordance with either the provisions of this Agreement or the Act.

5.Purpose.  The Company has been organized to operate and manage outpatient treatment centers for the provision of radiation therapy, medical oncology, and related oncology services and physician practice management services for medical and radiation oncologists and to engage in any other lawful business whatsoever that may be conducted by limited liability companies pursuant to the Act.

6.Powers.  In furtherance of its purposes, the Company has the power and is hereby authorized to do such things and engage in such activities as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

7.Limited Liability.  Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the Company, and the Member is not obligated or liable personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

8.Capital Contributions.  The Member is not required to make any additional capital contributions to the Company.  However, Member may make additional capital contributions to the Company at any time.  To the extent Member makes an additional capital contribution to the

Company, such additional capital contribution shall be reflected in the books and records of the Company.

9.Allocation of Profits and Losses.  All profits and losses of the Company shall be allocated to the Member.

10.Distributions.  Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

11.Management.

11.1.Except as otherwise limited by this Agreement or applicable law, all powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Company’s Manager (which term shall be synonymous with the term “manager” as used in the Act).

11.2.There shall be one Manager of the Company.  The initial Manager shall be OnCURE Medical Corp.  A Manager shall hold office until, as applicable, such Manager’s death, dissolution, resignation or retirement or until a successor is elected by the approval of a majority-in-interest of the Members and assumes office.  A Manager need not be a Member of the Company.

11.3.The Manager may appoint such officers who shall have such power and authority as may be specified by the Manager.  Officers shall serve at the pleasure of the Manager.  The initial officers of the Company, each of whom shall have the power to execute documents on behalf of the Company, shall be: Jeffrey A. Goffman, who shall be the initial Chief Executive Officer, President and Secretary of the Company and Richard A. Baker who shall be the initial Chief Financial Officer and Senior Vice President of the Company.

11.4.Except to the extent that the Manager chooses to delegate authority with respect to specified matters, all decisions with respect to the management of the Company’s business and internal affairs shall be made by the Manager.

12.Right to Indemnification.  The Company hereby indemnifies the Member, the Manager and each officer of the Company (each an “Indemnified Person”) against any and all damage, loss, claim, expense, deficiency or cost incurred as the result of any claim, suit or proceeding made or brought against the Indemnified Person by reason of the fact that he is a Member, Manager or officer of the Company to the fullest extent permitted by the laws of the State of California.  The right to indemnification conferred by this Section shall not be exclusive of any other right which a person or entity may have or hereafter acquire under any law (common or statutory), the Articles, this Agreement, any other agreements or otherwise.

13.Assignment.  The Member may assign in whole or in part its limited liability company interest in the Company.  If the Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission shall be deemed effective immediately prior to the transfer, and, immediately

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following such admission, the transferor Member shall cease to be a member of the Company and the transferee shall thereafter be referred to herein as the “Member.”

14.Dissolution.

14.1.The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (i) the written consent of the Member, (ii) the dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under the Act.

14.2.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the Act.

15.Liquidation and Distribution of Assets.

15.1.The Member shall be responsible for overseeing the winding up and liquidation of the Company and shall take full account of the Company’s liabilities and assets, and shall immediately proceed to wind up the affairs of the Company.

15.2.If the Company is dissolved and its affairs are to be wound up, the Member shall (1) sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Member may determine to distribute any assets to the Member in kind), (2) allocate any profits or losses resulting from such sales to the Member’s capital account in accordance with this Agreement, (3) discharge all liabilities of the Company (other than liabilities to the Member), including all costs relating to the dissolution, winding up, and liquidation and distribution of assets, (4) establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the capital account of the Member, the amounts of such reserves shall be deemed to be an expense of the Company), (5) discharge any liabilities of the Company to the Member other than on account of its interest in the Company’s capital or profits, and (6) distribute the remaining assets to the Member.

16.Fiscal Year.  The fiscal year of the Company shall be the calendar year, unless otherwise approved by the Member.

17.Miscellaneous.

17.1.Notices.  Whenever, under the provisions of the Act or this Agreement, notice is required to be given to the Member, such notice shall be given in writing addressed to the Member at its address as it appears below, and will be deemed effectively given upon personal delivery or upon deposit in the United States mail, by registered or certified mail, return receipt requested.  Whenever any notice is required to be given under the provisions of the Act or this Agreement, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, will be deemed equivalent thereto.

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Notices given by counsel for the Member shall be deemed a valid notice if addressed and sent in accordance with the provisions of this Section 17.1.  Notices shall be sent to:

Member:OnCURE Medical Corp.

610 Newport Center Drive,

Suite 350,

Newport Beach, California 92660

Attn: Jeffrey A. Goffman

17.2.Binding Effect.  This Agreement is binding on and inures to the benefit of the Member and its permitted transferees, successors, assigns and legal representatives.

17.3.Amendments.  This Agreement may not be amended except in writing signed by the Member.

17.4.Governing Law.  This Agreement, and its interpretation, shall be governed exclusively by its terms and by the internal laws of the State of California (other than its conflicts of laws rules) and specifically the Act.

17.5.Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter herein.

17.6.Statutory References.  Any reference to the Act or other statutes or laws includes all amendments, modifications, or replacements of the specific sections and provisions concerned.

17.7.Headings.  All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

17.8.References to this Agreement.  Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated.

17.9.Severability.  If any provision of this Agreement or the application thereof to any person or entity or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, the undersigned Member, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

ONCURE MEDICAL CORP.
By:	/s/ Jeffrey A. Goffman
Name: Jeffrey A. Goffman
Title: President and Chief Executive Officer

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EX-3.21

Exhibit 3.21

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC.

The undersigned certify that:

FIRST:                They are the President and the Secretary, respectively, of Mission Viejo Radiation Oncology Medical Group, Inc., a corporation organized and existing under the laws of the State California (the “Corporation”).

SECOND:           Pursuant to Sections 902 and 910 of the General Corporation Law of the State of California, these Amended and Restated Articles of Incorporation (the “Amendment”) restate and amend the provisions of the Corporation’s Articles of Incorporation, as amended, in all respects.  The text of the Corporation’s Articles of Incorporation is hereby restated and amended to read in its entirety as follows:

I.             The name of the Corporation is MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC. (hereinafter called the “Corporation”).

II.            The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.          The total number of shares of all classes of stock which the Corporation shall have authority to issue is one million (1,000,000) shares, all of which shall be shares of common stock.

IV.          The Corporation shall have perpetual existence.

V.            The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest permissible under California law.

VI.          The Corporation is authorized to indemnify the directors and officers of the Corporation to the fullest extent permitted by California law.

THIRD: This Amendment and Restatement has been duly approved by the Board of Directors of the Corporation.

FOURTH:            This Amendment & Restatement has been duly approved by the required vote of shareholders in accordance with Section 902 of the General Corporation Law of the State of California.  There are 12,500 shares of the Corporation issued and outstanding as of the date hereof.  The number of shares voting in favor of this Amendment exceeded the required vote.  The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Amendment are true and correct.

Date:  June 19, 2003

By:	/s/ Michael M. Lock
	Michael M. Lock, President
By:	/s/ Esmond K. Chan
	Esmond K. Chan, Secretary

EX-3.22

Exhibit 3.22

AMENDED AND RESTATED
BY-LAWS
OF
MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC.

ARTICLE I

OFFICES

Section 1.1             Registered Office.  The registered office of the Corporation within the State of California shall be located at the principal place of business in said State of such corporation or the individual acting as the Corporation’s registered agent in California.

Section 1.2             Other Offices.  The Corporation may also have offices and places of business at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1             Place of Meetings.  All meetings of stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of California as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2             Annual Meetings.  The annual meeting of stockholders shall be held at such time on such day, other than a legal holiday, as the Board of Directors determines.  At the annual meeting, the stockholders entitled to vote for the election of directors shall elect, by a plurality vote, the Board of Directors and transact such other business as may properly come before the meeting.

Section 2.3             Special Meetings.  Special meetings of stockholders, for any purpose or purposes, may be called by a majority of the Board of Directors.  Any such request shall state the purpose or purposes of the proposed meeting.  At any special meeting of stockholders, only such business may be transacted as is related to the purpose or purposes set forth in the notice of such meeting.

Section 2.4             Notice of Meetings.  Written notice of every meeting of stockholders, stating the place, date and hour thereof and, in the case of a special meeting of stockholders, the purpose or purposes thereof and the person or persons by whom or at whose direction such meeting has been called and such notice is being issued, shall be given not less than 10 days (or not less than any such other minimum period of days as may be prescribed by law) nor more than 60 days (or more than any such maximum period prescribed by law) before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United

States mail, postage prepaid, directed to the stockholder at his address as it appears on the stock transfer books of the Corporation.  Nothing herein contained shall preclude the stockholders from waiving notice as provided in Section 4.1 hereof.  The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information or documents prescribed by law.

Section 2.5             Quorum.  The holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote, represented in person or by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at any meeting of stockholders.  If, however, such quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  Notwithstanding the foregoing, if after any such adjournment the Board of Directors shall fix a new record date for the adjourned meeting, or if the adjournment is for more than thirty (30) days, a notice of such adjourned meeting shall be given as provided in Section 2.4 of these By-Laws, but such notice may be waived as provided in Section 4.1 hereof.

Section 2.6             Voting.  At each meeting of stockholders, each holder of record of shares of stock entitled to vote shall be entitled to vote in person or by proxy, and each such holder shall be entitled to one vote for every share standing in his name on the books of the Corporation as of the record date fixed by the Board of Directors or prescribed by law and, if a quorum is present, a majority of the shares of such stock present or represented at any meeting of stockholders shall be the vote of the stockholders with respect to any item of business, unless otherwise provided by any applicable provision of law, by these By-Laws or by the Articles of Incorporation.

Section 2.7             Proxies.  Every stockholder entitled to vote at a meeting or by consent without a meeting may authorize another person or persons to act for him by proxy.  Each proxy shall be in writing executed by the stockholder giving the proxy or by his duly authorized attorney.  No proxy shall be valid after the expiration of 11 months from its date, unless a longer period is provided for in the proxy.  Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it, or his legal representatives or assigns except in those cases where an irrevocable proxy permitted by statute has been given.

Section 2.8             Consents.  Whenever a vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of statute, the Articles of Incorporation or these By-Laws, the meeting, prior notice thereof and vote of stockholders may be dispensed with if the holders of shares having not less than the minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to the taking of such action.  Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.  Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 of the General Corporation Law of the State of California (“CGCL”) without a meeting by less than unanimous written consent shall be given at least ten days before the consummation of the action authorized by such

approval, and prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing.

Section 2.9             Annual Report.  Whenever the corporation shall have fewer than one hundred shareholders as said number is determined as provided in Section 605 of the CGCL, the Board of Directors shall not be required to cause to be sent to the shareholders of the corporation the annual report prescribed by Section 1501 of the CGCL unless it shall determine that a useful purpose would be served by causing the same to be sent or unless the Department of Corporations, pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same.

ARTICLE III

DIRECTORS

Section 3.1             Number.  The authorized number of directors shall be not less than three (3) nor more than five (5) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

Section 3.2             Resignation and Removal.  Any director may resign at any time upon notice of resignation to the Corporation.  Any director may be removed at any time by vote of the stockholders then entitled to vote for the election of directors at a special meeting called for that purpose, either with or without cause.

Section 3.3             Newly Created Directorship and Vacancies.  Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason whatsoever shall be filled by the Board in the manner prescribed by Section 305 of the CGCL.  If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office.  Any director elected to fill a vacancy shall be elected until the next meeting of stockholders at which the election of directors is in the regular course of business, and until his successor has been elected and qualified.

Section 3.4             Powers and Duties.  Subject to the applicable provisions of law, these By-Laws or the Articles of Incorporation, but in furtherance and not in limitation of any rights therein conferred, the Board of Directors shall have the control and management of the business and affairs of the Corporation and shall exercise all such powers of the Corporation and do all such lawful acts and things as may be exercised by the Corporation.

Section 3.5             Place of Meetings.  All meetings of the Board of Directors may be held either within or without the State of California.

Section 3.6             Regular Meetings.  Regular meetings of the Board of Directors may be held upon such notice or without notice, and at such time and at such place as shall from time to time be determined by the Board.

Section 3.7             Notice of Meetings.  No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Directors.  Special meetings shall be held upon at least four days’ notice by mail or upon at least forty-eight hours’ notice delivered personally or by telephone or by any other means authorized by the provisions of Section 307 of the CGCL.  Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.  A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.8             Quorum and Voting.  At all meetings of the Board of Directors, a majority of the entire Board shall be necessary to, and shall constitute a quorum for, the transaction of business at any meeting of directors, unless otherwise provided by any applicable provision of law, by these By-Laws, or by the Articles of Incorporation.  The act of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors, unless otherwise provided by an applicable provision of law, by these By-Laws or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present.

Section 3.9             Compensation.  The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.

Section 3.10           Action without a Meeting.  Any action required or permitted to be taken by the Board, or by a committee of the Board, may be taken without a meeting if all members of the Board or the committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action.  Any such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 3.11           Telephone Participation.  Any one or more members of the Board, or any committee of the Board, may participate in a meeting of the Board or committee by means of a conference telephone call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 3.12           Committees of the Board.  The Board, by resolution adopted by a majority of the entire Board, may designate one or more committees, each consisting of one or more directors.  The Board may designate one or more directors as alternate members of any such committee.  Such alternate members may replace any absent member or members at any meeting of such committee.  Each committee (including the members thereof) shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board.  Except as otherwise provided by law, each such committee, to the extent provided in the resolution

establishing it, shall have and may exercise all the authority of the Board with respect to all matters.

ARTICLE IV

WAIVER

Section 4.1             Waiver.  Whenever a notice is required to be given by any provision of law, by these By-Laws, or by the Articles of Incorporation, a waiver thereof in writing, whether before or after the time stated therein, shall be deemed equivalent to such notice.  In addition, any stockholder attending a meeting of stockholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him or her, and any director attending a meeting of the Board of Directors without protesting prior to the meeting or at its commencement such lack of notice, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE V

OFFICERS

Section 5.1             Executive Officers.  The officers of the Corporation shall be a President or Chairman of the Board, a Chief Financial Officer and a Secretary.  Any person may hold two or more of such offices.  The officers of the Corporation shall be elected annually (and from time to time by the Board of Directors, as vacancies occur), at the annual meeting of the Board of Directors following the meeting of stockholders at which the Board of Directors was elected.

Section 5.2             Other Officers.  The Board of Directors may appoint such other officers and agents, including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall at any time or from time to time deem necessary or advisable.

Section 5.3             Authorities and Duties.  All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of business and affairs of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, as may be prescribed by the Board of Directors.

Section 5.4             Tenure and Removal.  The officers of the Corporation shall be elected or appointed to hold office until their respective successors are elected or appointed. All officers shall hold office at the pleasure of the Board of Directors, and any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors for cause or without cause at any regular or special meeting.

Section 5.5             Vacancies.  Any vacancy occurring in any office of the Corporation, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board of Directors.

Section 5.6             Compensation.  The salaries and other compensation of all officers and agents of the Corporation shall be fixed by or in the manner prescribed by the Board of Directors.

Section 5.7             President; Chief Executive Officer.  The President or Chief Executive Officer shall have general charge of the business and affairs of the Corporation, subject to the control of the Board of Directors, and shall preside at all meetings of the stockholders and directors.  The President or Chief Executive Officer shall perform such other duties as are properly required by him or her by the Board of Directors.

Section 5.8             Vice President.  Each Vice President, if any, shall perform such duties as may from time to time be assigned to him by the Board of Directors.

Section 5.9             Secretary.  The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and shall record all proceedings taken at such meetings in a book to be kept for that purpose; the Secretary shall see that all notices of meetings of stockholders and meetings of the Board of Directors are duly given in accordance with the provisions of these By-Laws or as required by law; the Secretary shall be the custodian of the records and of the corporate seal or seals of the Corporation; the Secretary shall have authority to affix the corporate seal or seals to all documents, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed it may be attested by the Secretary’s signature; and in general, the Secretary shall perform all duties incident to the office of the Secretary of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.10           Treasurer.  The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit, or cause to be deposited, in the name and to the credit of the Corporation, all moneys and valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors.  The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; the Treasurer shall render to the President or Chief Executive Officer and to each member of the Board of Directors, whenever requested, an account of all of his transactions as Treasurer and of the financial condition of the Corporation; and in general, the Treasurer shall perform all of the duties incident to the office of the Treasurer of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.11           Other Officers.  The Board of Directors may also elect or may delegate to the President or Chief Executive Officer the power to appoint such other officers as it may at any time or from time to time deem advisable, and any officers so elected or appointed shall have such authority and perform such duties as the Board of Directors or the President or the Chief Executive Officer, if he or she shall have appointed them, may from time to time prescribe.

ARTICLE VI

PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1             Form and Signature.  The shares of the Corporation shall be represented by a certificate signed by the Chairman of the Board or President or Chief Executive Officer or any Vice President and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, and shall bear the seal of the Corporation or a facsimile thereof.  Each certificate representing shares issued by the Corporation (after the effective date of the Corporation’s reincorporation) shall state upon its face (a) that the Corporation is formed under the laws of the State of California, (b) the name of the person or persons to whom it is issued, (c) the number of shares which such certificate represents, (d) the par value, if any, of each share represented by such certificate and (e) any statement required by law.

Section 6.2             Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

Section 6.3             Transfer of Stock.  Upon surrender to the Corporation or the appropriate transfer agent, if any, of the Corporation, of a certificate representing shares of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and, in the event that the certificate refers to any agreement restricting transfer of the shares which it represents, proper evidence of compliance with such agreement, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the Corporation.

Section 6.4             Lost Certificates, etc.  The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated, stolen or destroyed, and the Board of Directors may require the owner of such lost, mutilated, stolen or destroyed certificate, or such owner’s legal representatives, to make an affidavit of the fact and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 6.5             Record Date.  For the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express written consent to any corporate action without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date.  Such date shall not be more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

Section 6.6             Regulations.  Except as otherwise provided by law, the Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient, concerning the issue, transfer and registration of certificates for the securities of the Corporation.  The Board may appoint, or authorize any officer or officers to appoint, one or more

transfer agents and one or more registrars and may require all certificates for shares of capital stock to bear the signature or signatures of any of them.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1             Dividends and Distributions.  Dividends and other distributions upon or with respect to outstanding shares of stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, bonds, property, or in stock of the Corporation.  The Board shall have full power and discretion, subject to the provisions of the Articles of Incorporation or the terms of any other corporate document or instrument to determine what, if any, dividends or distributions shall be declared and paid or made.

Section 7.2             Checks, etc.  All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or other person or persons as may from time to time be designated by the Board of Directors.

Section 7.3             Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal California.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.4             Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.5             General and Special Bank Accounts.  The Board may authorize from time to time the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may be delegated by the Board from time to time.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

Section 7.6             Books and Records.

(a)           The Corporation shall keep at its principal executive office in the State of California or, if its principal executive office is not in the State of California, at its principal business office in the State of California, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.  If the principal executive office of the Corporation is outside the State of California, and, if the Corporation has no principal business office in the State of California, it shall upon request of any shareholder furnish a copy of the By-Laws as amended to date.

(b)           The Corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any, of the Board of Directors.  The Corporation shall keep at its principal

executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.  Such minutes shall be in written form.  Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 8.1             Indemnification by Corporation.  To the extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) the Corporation shall indemnify any person against any and all judgments, fines, and amounts paid in settling or otherwise disposing of actions or threatened actions, and expenses in connection therewith, incurred by reason of the fact that such person, such person’s testator or intestate is or was a director or officer of the Corporation or of any other corporation of any type or kind, domestic or foreign, which such person served in any capacity at the request of the Corporation.  To the extent permitted by law, expenses so incurred by any such person in defending a civil or criminal action or proceeding shall at such person’s request be paid by the Corporation in advance of the final disposition of such action or proceeding.

ARTICLE IX

ADOPTION AND AMENDMENTS

Section 9.1             Power to Amend.  These By-Laws may be amended or repealed and any new By-Laws may be adopted by the Board of Directors; provided that these By-Laws and any other By-Laws amended or adopted by the Board of Directors may be amended, may be reinstated, and new By-Laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors.

EX-3.23

Exhibit 3.23

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

SANTA CRUZ RADIATION ONCOLOGY MEDICAL GROUP, INCORPORATED

The undersigned certify that:

1.They are the President and the Secretary, respectively, of SANTA CRUZ RADIATION ONCOLOGY MEDICAL GROUP, INCORPORATED, a California professional corporation.

2.The Articles of Incorporation of this corporation are amended and restated to read as follows:

“FIRST

The name of this corporation is SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP.

SECOND

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may, be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THIRD

The corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is fifty thousand (50,000).

FOURTH

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

FIFTH

Corporate agents, as that term is defined in Corporations Code Section 317, may be indemnified to the fullest extent permissible under California law.”

3.The foregoing Amendment and Restatement of Articles of Incorporation has been duly approved by the Board of Directors.

4.The foregoing Amendment and Restatement of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code.  The total number of outstanding shares of each class entitled to vote on this amendment was 4,500 shares of common stock.  The number of shares voting in

favor of the amendment equaled or exceeded the vote required.  The percentage vote required was more than fifty percent (50%).

We declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: January 4, 2007
	By:	/s/ Edmund L. Sacks, M.D.
		Name: Edmund L. Sacks, M.D.
		Title: President
	By:	/s/ Jay A. Meisel, M.D.
		Name: Jay A. Meisel, M.D.
		Title: Secretary

EX-3.24

Exhibit 3.24

AMENDED AND RESTATED
BY-LAWS
OF
SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP.

ARTICLE I

OFFICES

Section 1.1.Registered Office.  The registered office of the Corporation within the State of California shall be located at the principal place of business in said State of such corporation or the individual acting as the Corporation’s registered agent in California.

Section 1.2.Other Offices.  The Corporation may also have offices and places of business at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1.Place of Meetings.  All meetings of stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of California as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2.Annual Meetings.  The annual meeting of stockholders shall be held at such time on such day, other than a legal holiday, as the Board of Directors determines.  At the annual meeting, the stockholders entitled to vote for the election of directors shall elect, by a plurality vote, the Board of Directors and transact such other business as may properly come before the meeting.

Section 2.3.Special Meetings.  Special meetings of stockholders, for any purpose or purposes, may be called by a majority of the Board of Directors.  Any such request shall state the purpose or purposes of the proposed meeting.  At any special meeting of stockholders, only such business may be transacted as is related to the purpose or purposes set forth in the notice of such meeting.

Section 2.4.Notice of Meetings.  Written notice of every meeting of stockholders, stating the place, date and hour thereof and, in the case of a special meeting of stockholders, the purpose or purposes thereof and the person or persons by whom or at whose direction such meeting has been called and such notice is being issued, shall be given not less than 10 days (or not less than any such other minimum period of days as may be prescribed by law) nor more than 60 days (or more than any such maximum period prescribed by law) before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at

such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the stock transfer books of the Corporation.  Nothing herein contained shall preclude the stockholders from waiving notice as provided in Section 4.1 hereof.  The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information or documents prescribed by law.

Section 2.5.Quorum.  The holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote, represented in person or by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at any meeting of stockholders.  If, however, such quorum shall not be present or represented at any meeting of stockholders, the  stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  Notwithstanding the foregoing, if after any such adjournment the Board of Directors shall fix a new record date for the adjourned meeting, or if the adjournment is for more than thirty (30) days, a notice of such adjourned meeting shall be given as provided in Section 2.4 of these By-Laws, but such notice may be waived as provided in Section 4.1 hereof.

Section 2.6.Voting.  At each meeting of stockholders, each holder of record of shares of stock entitled to vote shall be entitled to vote in person or by proxy, and each such holder shall be entitled to one vote for every share standing in his name on the books of the Corporation as of the record date fixed by the Board of Directors or prescribed by law and, if a quorum is present, a majority of the shares of such stock present or represented at any meeting of stockholders shall be the vote of the stockholders with respect to any item of business, unless otherwise provided by any applicable provision of law, by these By-Laws or by the Articles of Incorporation.

Section 2.7.Proxies.  Every stockholder entitled to vote at a meeting or by consent without a meeting may authorize another person or persons to act for him by proxy.  Each proxy shall be in writing executed by the stockholder giving the proxy or by his duly authorized attorney.  No proxy shall be valid after the expiration of 11 months from its date, unless a longer period is provided for in the proxy.  Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it, or his legal representatives or assigns except in those cases where an irrevocable proxy permitted by statute has been given.

Section 2.8.Consents.  Whenever a vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of statute, the Articles of Incorporation or these By-Laws, the meeting, prior notice thereof and vote of stockholders may be dispensed with if the holders of shares having not less than the minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to the taking of such action.  Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.  Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 of the General Corporation Law of the State of California (“CGCL”) without a meeting by less than unanimous written

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consent shall be given at least ten days before the consummation of the action authorized by such approval, and prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing.

Section 2.9.Annual Report.  Whenever the corporation shall have fewer than one hundred shareholders as said number is determined as provided in Section 605 of the CGCL, the Board of Directors shall not be required to cause to be sent to the shareholders of the corporation the annual report prescribed by Section 1501 of the CGCL unless it shall determine that a useful purpose would be served by causing the same to be sent or unless the Department of  Corporations, pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same.

ARTICLE III

DIRECTORS

Section 3.1.Number.  The authorized number of directors shall be not less than one nor more than seven (7) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

Section 3.2.Resignation and Removal.  Any director may resign at any time upon notice of resignation to the Corporation.  Any director may be removed at any time by vote of the stockholders then entitled to vote for the election of directors at a special meeting called for that purpose, either with or without cause.

Section 3.3.Newly Created Directorship and Vacancies.  Newly created  directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason whatsoever shall be filled by the Board in the manner prescribed by Section 305 of the CGCL.  If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office.  Any director elected to fill a vacancy shall be elected until the next meeting of stockholders at which the election of directors is in the regular course of business, and until his successor has been elected and qualified.

Section 3.4.Powers and Duties.  Subject to the applicable provisions of law, these By-Laws or the Articles of Incorporation, but in furtherance and not in limitation of any rights therein conferred, the Board of Directors shall have the control and management of the business and affairs of the Corporation and shall exercise all such powers of the Corporation and do all such lawful acts and things as may be exercised by the Corporation.

Section 3.5.Place of Meetings.  All meetings of the Board of Directors may be held either within or without the State of California.

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Section 3.6.Regular Meetings.  Regular meetings of the Board of Directors may be held upon such notice or without notice, and at such time and at such place as shall from time to time be determined by the Board.

Section 3.7.Notice of Meetings.  No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Directors.  Special meetings shall be held upon at least four days’ notice by mail or upon at least forty-eight hours’ notice delivered personally or by telephone or by any other means authorized by the provisions of Section 307 of the CGCL.  Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after  the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.  A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.10.Quorum and Voting.  At all meetings of the Board of Directors, a majority of the entire Board shall be necessary to, and shall constitute a quorum for, the transaction of business at any meeting of directors, unless otherwise provided by any applicable provision of law, by these By-Laws, or by the Articles of Incorporation.  The act of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors, unless otherwise provided by an applicable provision of law, by these By-Laws or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present.

Section 3.11.Compensation.  The Board of Directors, by the affirmative vote of a majority of the directors then in office and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.

Section 3.12.Action without a Meeting.  Any action required or permitted to be taken by the Board, or by a committee of the Board, may be taken without a meeting if all members of the Board or the committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action.  Any such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 3.13.Telephone Participation.  Any one or more members of the Board, or any committee of the Board, may participate in a meeting of the Board or committee by means of a conference telephone call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 3.14.Committees of the Board.  The Board, by resolution adopted by a majority of the entire Board, may designate one or more committees, each consisting of one or more directors.  The Board may designate one or more directors as alternate members of any

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such committee.  Such alternate members may replace any absent member or members at any meeting of such committee.  Each committee (including the members thereof) shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board.  Except as otherwise provided by law, each such committee, to the extent provided in the resolution establishing it, shall have and may exercise all the authority of the Board with respect to all matters.

ARTICLE IV

WAIVER

Section 4.1.Waiver.  Whenever a notice is required to be given by any provision of law, by these By-Laws, or by the Articles of Incorporation, a waiver thereof in writing, whether before or after the time stated therein, shall be deemed equivalent to such notice.  In addition, any stockholder attending a meeting of stockholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him or her, and any director attending a meeting of the Board of Directors without protesting prior to the meeting or at its commencement such lack of notice, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE V

OFFICERS

Section 5.1.Executive Officers.  The officers of the Corporation shall be a President, Chief Executive Officer, a Secretary, Chief Financial Officer and a Treasurer.  Any person may hold two or more such offices.  The officers of the Corporation shall be elected annually (and from time to time by the Board of Directors, as vacancies occur), at the annual meeting of the Board of Directors following the meeting of stockholders at which the Board of Directors was elected.

Section 5.2.Other Officers.  The Board of Directors may appoint such other officers and agents, including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall at any time or from time to time deem necessary or advisable.

Section 5.3.Authorities and Duties.  All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of business and affairs of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, as may be prescribed by the Board of Directors.

Section 5.4.Tenure and Removal.  The officers of the Corporation shall be elected or appointed to hold office until their respective successors are elected or appointed.  All officers shall hold office at the pleasure of the Board of Directors, and any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors for cause or without cause at any regular or special meeting.

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Section 5.5.Vacancies.  Any vacancy occurring in any office of the Corporation, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board of Directors.

Section 5.6.Compensation.  The salaries and other compensation of all officers and agents of the Corporation shall be fixed by or in the manner prescribed by the Board of Directors.

Section 5.7.President; Chief Executive Officer.  The President or Chief Executive Officer shall have general charge of the business and affairs of the Corporation, subject to the  control of the Board of Directors, and shall preside at all meetings of the stockholders and directors.  The President or Chief Executive Officer shall perform such other duties as are properly required by him or her by the Board of Directors.

Section 5.8.Vice President.  Each Vice President, if any, shall perform such duties as may from time to time be assigned to him by the Board of Directors.

Section 5.9.Secretary.  The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and shall record all proceedings taken at such meetings in a book to be kept for that purpose; the Secretary shall see that all notices of meetings of stockholders and meetings of the Board of Directors are duly given in accordance with the provisions of these By-Laws or as required by law; the Secretary shall be the custodian of the records and of the corporate seal or seals of the Corporation; the Secretary shall have authority to affix the corporate seal or seals to all documents, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed it may be attested by the Secretary’s signature; and in general, the Secretary shall perform all duties incident to the office of the Secretary of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.10.Treasurer.  The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit, or cause to be deposited, in the name and to the credit of the Corporation, all moneys and valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors.  The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; the Treasurer shall render to the President or Chief Executive Officer and to each member of the Board of Directors, whenever requested, an account of all of his transactions as Treasurer and of the financial condition of the Corporation; and in general, the Treasurer shall perform all of the duties incident to the office of the Treasurer of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.11.Other Officers.  The Board of Directors may also elect or may delegate to the President or Chief Executive Officer the power to appoint such other officers as it may at any time or from time to time deem advisable, and any officers so elected or appointed shall have such authority and perform such duties as the Board of Directors or the President or the Chief Executive Officer, if he or she shall have appointed them, may from time to time prescribe.

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ARTICLE VI

PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1.Form and Signature.  The shares of the Corporation shall be represented by a certificate signed by the Chairman of the Board or President or Chief Executive Officer or any Vice President and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, and shall bear the seal of the Corporation or a facsimile thereof.  Each certificate representing shares issued by the Corporation (after the effective date of the Corporation’s reincorporation) shall state upon its face (a) that the Corporation is formed under the laws of the  State of California, (b) the name of the person or persons to whom it is issued, (c) the number of shares which such certificate represents, (d) the par value, if any, of each share represented by such certificate and (e) any statement required by law.

Section 6.2.Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

Section 6.3.Transfer of Stock.  Upon surrender to the Corporation or the appropriate transfer agent, if any, of the Corporation, of a certificate representing shares of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and, in the event that the certificate refers to any agreement restricting transfer of the shares which it represents, proper evidence of compliance with such agreement, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the Corporation.

Section 6.4.Lost Certificates, etc.  The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated, stolen or destroyed, and the Board of Directors may require the owner of such lost, mutilated, stolen or destroyed certificate, or such owner’s legal representatives, to make an affidavit of the fact and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 6.5.Record Date.  For the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express written consent to any corporate action without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date.  Such date shall not be more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

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Section 6.6.Regulations.  Except as otherwise provided by law, the Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient, concerning the issue, transfer and registration of certificates for the securities of the Corporation.  The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars and may require all certificates for shares of capital stock to bear the signature or signatures of any of them.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1.Dividends and Distributions.  Dividends and other distributions upon or with respect to outstanding shares of stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, bonds, property, or in stock of the Corporation.  The Board shall have full power and discretion, subject to the provisions of the Articles of Incorporation or the terms of any other corporate document or instrument to determine what, if any, dividends or distributions shall be declared and paid or made.

Section 7.2.Checks, etc.  All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or other person or persons as may from time to time be designated by the Board of Directors.

Section 7.3.Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal California.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.4.Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.5.General and Special Bank Accounts.  The Board may authorize from time to time the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may be delegated by the Board from time to time.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

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Section 7.6.Books and Records.

(A)The Corporation shall keep at its principal executive office in the State of California or, if its principal executive office is not in the State of California, at its principal business office in the State of California, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.  If the principal executive office of the Corporation is outside the State of California, and, if the Corporation has no principal business office in the State of California, it shall upon request of any shareholder furnish a copy of the By-Laws as amended to date.

(B)The Corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any, of the Board of Directors.  The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.  Such minutes shall be in written form.  Such other books and records shall be kept either in written form or in any other form capable of being converted into written foam.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 8.1.Indemnification by Corporation.  To the extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) the Corporation shall indemnify any person against any and all judgments, fines, and amounts paid in settling or otherwise disposing of actions or threatened actions, and expenses in connection therewith, incurred by reason of the fact that such person, such person’s testator or intestate is or was a director or officer of the Corporation or of any other corporation of any type or kind, domestic or foreign, which such person served in any capacity at the request of the Corporation.  To the extent permitted by law, expenses so incurred by any such person in defending a civil or criminal action or proceeding shall at such person’s request be paid by the Corporation in advance of the final disposition of such action or proceeding.

ARTICLE IX

ADOPTION AND AMENDMENTS

Section 9.1.Power to Amend.  These By-Laws may be amended or repealed and any new By-Laws may be adopted by the Board of Directors; provided that these By-Laws and any other By-Laws amended or adopted by the Board of Directors may be amended, may be reinstated, and new By-Laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors.

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EX-3.25

Exhibit 3.25

ARTICLES OF INCORPORATION

OF

USCC HEALTHCARE MANAGEMENT CORP.

ARTICLE I

The name of this corporation is:

USCC  Healthcare Management Corp.

ARTICLE II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III

The name and complete business address in the State of California of this corporation’s initial agent for service of process is:

Bruce D. Whitley, Esq.
c/o Bay Venture Counsel, LLP
1999 Harrison Street, Suite 1300
Oakland, CA 94612

ARTICLE IV

This corporation is authorized to issue only one class of shares of stock which shall be designated Common Stock, no par value, and the total number of shares which the corporation is authorized to issue is 10,000,000.

ARTICLE V

(a)           The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

(b)           The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through Bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, to the fullest extent permissible under California law.

(c)           Any amendment, repeal or modification of any provision of this Article V shall not adversely affect any right or protection of an agent of this corporation existing at the time of such amendment, repeal or modification.

Dated: April 16, 1999	/s/ Bruce D. Whitley
	Bruce D. Whitley, Esq., Incorporator

EX-3.26

Exhibit 3.26

BY-LAWS
OF
USCC HEALTHCARE MANAGEMENT CORP.

ARTICLE I

OFFICES

Section 1.1.            Registered Office.  The registered office of the Corporation within the State of California shall be located at the principal place of business in said State of such corporation or the individual acting as the Corporation’s registered agent in California.

Section 1.2.            Other Offices.  The Corporation may also have offices and places of business at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1.            Place of Meetings.  All meetings of stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of California as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2.            Annual Meetings.  The annual meeting of stockholders shall be held at such time on such day, other than a legal holiday, as the Board of Directors determines.  At the annual meeting, the stockholders entitled to vote for the election of directors shall elect, by a plurality vote, the Board of Directors and transact such other business as may properly come before the meeting.

Section 2.3.            Special Meetings.  Special meetings of stockholders, for any purpose or purposes, may be called by a majority of the Board of Directors.  Any such request shall state they purpose or purposes of the proposed meeting.  At any special meeting of stockholders, only such business may be transacted as is related to the purpose or purposes set forth in the notice of such meeting.

Section 2.4.            Notice of Meetings.  Written notice of every meeting of stockholders, stating the place, date and hour thereof and, in the case of a special meeting of stockholders, the purpose or purposes thereof and the person or persons by whom or at whose direction such meeting has been called and such notice is being issued, shall be given not less than 10 days (or not less than any such other minimum period of days as may be prescribed by law) nor more than 60 days (or more than any such maximum period prescribed by law) before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the stock transfer books of the Corporation.  Nothing herein contained shall preclude the stockholders from waiving notice as provided in Section 4.1 hereof.  The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information or documents prescribed by law.

Section 2.5.            Quorum.  The holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote, represented in person or by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at any meeting of stockholders.  If, however, such quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  Notwithstanding the foregoing, if after any such adjournment the Board of Directors shall fix a new record date for the adjourned meeting, or if the adjournment is for more than thirty (30) days, a notice of such adjourned meeting shall be given as provided in Section 2.4 of these By-Laws, but such notice may be waived as provided in Section 4.1 hereof.

Section 2.6.            Voting.  At each meeting of stockholders, each holder of record of shares of stock entitled to vote shall be entitled to vote in person or by proxy, and each such holder shall be entitled to one vote for every share standing in his name on the books of the Corporation as of  the record date fixed by the Board of Directors or prescribed by law and, if a quorum is present, a majority of the shares of such stock present or represented at any meeting of stockholders shall be the vote of the stockholders with respect to any item of business, unless otherwise provided by any applicable provision of law, by these By-Laws or by the Articles of Incorporation.

Section 2.7.            Proxies.  Every stockholder entitled to vote at a meeting or by consent without a meeting may authorize another person or persons to act for him by proxy.  Each proxy shall be in writing executed by the stockholder giving the proxy or by his duly authorized attorney.  No proxy shall be valid after the expiration of 11 months from its date, unless a longer period is provided for in the proxy.  Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it; or his legal representatives or assigns except in those cases where an irrevocable proxy permitted by statute has been given.

Section 2.8.            Consents.  Whenever a vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of statute, the Articles of Incorporation or these By-Laws, the meeting, prior notice thereof and vote of stockholders may be dispensed with if the holders of shares having not less than the minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to the taking of such action.  Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.  Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 of the General Corporation Law of the State of California (“CGCL”) without a meeting by less than unanimous written consent shall be given at least ten days before the consummation of the action authorized by such approval, and prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing.

Section 2.9.            Annual Report.  Whenever the corporation shall have fewer than one hundred shareholders as said number is determined as provided in Section 605 of the CGCL, the Board of Directors shall not be required to cause to be sent to the shareholders of the corporation the annual report prescribed by Section 1501 of the CGCL unless it shall determine that a useful purpose would be served by causing the same to be sent or unless the

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Department of Corporations, pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same.

ARTICLE III

DIRECTORS

Section 3.1.            Number.  The authorized number of directors constituting the Board of Directors shall be at least three; provided, however, that so long as the Corporation has only one shareholder, the number may be one or two and so long as the Corporation has only two shareholders, the number may be one or two.  Subject to the foregoing provisions and the provisions of Section 212 of the CGCL, the number of directors may be changed from time to time by an amendment of these By-Laws.

Section 3.2.            Resignation and Removal.  Any director may resign at any time upon notice of resignation to the Corporation.  Any director may be removed at any time by vote of the stockholders then entitled to vote for the election of directors at a special meeting called for that purpose, either with or without cause.

Section 3.3.            Newly Created Directorship and Vacancies.  Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason whatsoever shall be filled by, the Board in the manner prescribed by Section 305 of the CGCL.  If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by a vote of a Majority of the directors then in office.  Any director elected to fill a vacancy shall be elected until the next meeting of stockholders at which the election of directors is in the regular course of business, and until his successor has been elected and qualified.

Section 3.4.            Powers and Duties.  Subject to the applicable provisions of law, these By-Laws or the Articles of Incorporation, but in furtherance and not in limitation of any rights therein conferred, the Board of Directors shall have the control and management of the business and affairs of the Corporation and shall exercise all such powers of the Corporation and do all such lawful acts and things as may be exercised by the Corporation.

Section 3.5.            Place of Meetings.  All meetings of the Board of Directors may be held either within or without the State of California.

Section 3.6.            Regular Meetings.  Regular meetings of the Board of Directors may be held upon such notice or without notice, and at such time and at such place as shall from time to time be determined by the Board.

Section 3.7.            Notice of Meetings.  No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Directors.  Special meetings shall be held upon at least four days’ notice by mail or upon at least forty-eight hours’ notice delivered personally or by telephone or by any other means authorized by the provisions of Section 307 of the CGCL.  Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.  A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of

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Directors.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.10.          Quorum and Voting.  At all meetings of the Board of Directors, a majority of the entire Board shall be necessary to, and shall constitute a quorum for, the transaction of business at any meeting of directors, unless otherwise provided by any applicable provision of law, by these By-Laws, or by the Articles of Incorporation.  The act of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors, unless otherwise provided by an applicable provision of law, by these By-Laws or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present.

Section 3.11.          Compensation.  The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.

Section 3.12.          Action without a Meeting.  Any action required or permitted to be taken by the Board, or by a committee of the Board, may be taken without a meeting if all members of the Board or the committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action.  Any such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 3.13.          Telephone Participation.  Any one or more members of the Board, or any committee of the Board, may participate in a meeting of the Board or committee by means of a conference telephone call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 3.14.          Committees of the Board.  The Board, by resolution adopted by a majority of the entire Board, may designate one or more committees, each consisting of one or more directors.  The Board may designate one or more directors as alternate members of any such committee.  Such alternate members may replace any absent member or members at any meeting of such committee.  Each committee (including the members thereof) shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board.  Except as otherwise provided by law, each such committee, to the extent provided in the resolution establishing it, shall have and may exercise all the authority of the Board with respect to all matters.

ARTICLE IV

WAIVER

Section 4.1.            Waiver.  Whenever a notice is required to be given by any provision of law, by these By-Laws, or by the Articles of Incorporation, a waiver thereof in writing, whether before or after the time stated therein, shall be deemed equivalent to: such notice.  In addition, any stockholder attending a meeting of stockholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him or her, and any director attending a meeting of the Board of Directors without protesting prior to the

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meeting or at its commencement such lack of notice, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE V

OFFICERS

Section 5.1.            Executive Officers.  The officers of the Corporation shall be a President or Chief Executive Officer, a Secretary and a Treasurer.  Any person may hold two or more of such offices.  The officers of the Corporation shall be elected annually (and from time to time by the Board of Directors, as vacancies occur), at the annual meeting of the Board of Directors following the meeting of stockholders at which the Board of Directors was elected.

Section 5.2.            Other Officers.  The Board of Directors may appoint such other officers and agents, including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall at any time or from time to time deem necessary or advisable.

Section 5.3.            Authorities and Duties.  All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of business and affairs of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, as may be prescribed by the Board of Directors.

Section 5.4.            Tenure and Removal.  The officers of the Corporation shall be elected or appointed to hold office until their respective successors are elected or appointed.  All officers shall hold office at the pleasure of the Board of Directors, and any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors for cause or without cause at any regular or special meeting.

Section 5.5.            Vacancies.  Any vacancy occurring in any office of the Corporation, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board of Directors.

Section 5.6.            Compensation.  The salaries and other compensation of all officers and agents of the Corporation shall be fixed by or in the manner prescribed by the Board of Directors.

Section 5.7.            President; Chief Executive Officer.  The President or Chief Executive Officer shall have general charge of the business and affairs of the Corporation, subject to the control of the Board of Directors, and shall preside at all meetings of the stockholders and directors.  The President or Chief Executive Officer shall perform such other duties as are properly required by him or her by the Board of Directors.

Section 5.8.            Vice President.  Each Vice President, if any, shall perform such duties as may from time to time be assigned to him by the Board of Directors.

Section 5.9.            Secretary.  The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and shall record all proceedings taken at such meetings in a book to be kept for that purpose; the Secretary shall see that all notices of meetings of stockholders and meetings of the Board of Directors are duly given in accordance

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with the provisions of these By-Laws or as required by law; the Secretary shall be the custodian of the records and of the corporate seal or seals of the Corporation; the Secretary shall have authority to affix the corporate seal or seals to all documents, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed it may be attested by the Secretary’s signature; and in general, the Secretary shall perform all duties incident to the office of the Secretary of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.10.          Treasurer.  The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit, or cause to be deposited, in the name and to the credit of the Corporation, all moneys and valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors.  The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; the Treasurer shall render to the President or Chief Executive Officer and to each member of the Board of Directors, whenever requested, an account of all of his transactions as Treasurer and of the financial condition of the Corporation; and in general, the Treasurer shall perform all of the duties incident to the office of the Treasurer of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.11.          Other Officers.  The Board of Directors may also elect or may delegate to the President or Chief Executive Officer the power to appoint such other officers as it may at any time or from time to time deem advisable, and any officers so elected or appointed shall have such authority and perform such duties as the Board of Directors or the President or the Chief Executive Officer, if he or she shall have appointed them, may from time to time prescribe.

ARTICLE VI

PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1.            Form and Signature.  The shares of the Corporation shall be represented by a certificate signed by the Chairman of the Board or President or Chief Executive Officer or any Vice President and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, and shall bear the seal of the Corporation or a facsimile thereof.  Each certificate representing shares issued by the Corporation (after the effective date of the Corporation’s reincorporation) shall state upon its face (a) that the Corporation is formed under the laws of the State of California, (b) the name of the person or persons to whom it is issued, (c) the number of shares which such certificate represents, (d) the par value, if any, of each share represented by such certificate and (e) any statement required by law.

Section 6.2.            Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

Section 6.3.            Transfer of Stock.  Upon surrender to the Corporation or the appropriate transfer agent, if any, of the Corporation, of a certificate representing shares of

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stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and, in the event that the certificate refers to any agreement restricting transfer of the shares which it represents, proper evidence of compliance with such agreement, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the Corporation.

Section 6.4.            Lost Certificates, etc.  The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated, stolen or destroyed, and the Board of Directors may require the owner of such lost, mutilated, stolen or destroyed certificate, or such owner’s legal representatives, to make an affidavit of the fact and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 6.5.            Record Date.  For the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express written consent to any corporate action without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any tights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date.  Such date shall not be more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

Section 6.6.            Regulations.  Except as otherwise provided by law, the Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient, concerning the issue, transfer and registration of certificates for the securities of the Corporation.  The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars and may require all certificates for shares of capital stock to bear the signature or signatures of any of them.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1.            Dividends and Distributions.  Dividends and other distributions upon or with respect to outstanding shares of stock of the Corporation may be declare by the Board of Directors at any regular or special meeting, and may be paid in cash, bonds, property, or in stock of the Corporation.  The Board shall have full power and discretion, subject to the provisions of the Articles of Incorporation or the terms of any other corporate document or instrument to determine what, if any, dividends or distributions shall be declared and paid or made.

Section 7.2.            Checks, etc.  All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or other person or persons as may from time to time be designated by the Board of Directors.

Section 7.3.            Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal California.” The seal

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may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.4.            Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.5.            General and Special Bank Accounts.  The Board may authorize from time to time the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may be delegated by the Board from time to time.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

Section 7.6.            Books and Records.

(a)           The Corporation shall keep at its principal executive office in the State of California or, if its principal executive office is not in the State of California, at its principal business office in the State of California, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.  If the principal executive office of the Corporation is outside the State of California, and, if the Corporation has no principal business office in the State of California, it shall upon request of any shareholder furnish a copy of the By-Laws as amended to date.

(b)           The Corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any, of the Board of Directors.  The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.  Such minutes shall be in written form.  Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 8.1.            Indemnification by Corporation.  To the extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) the Corporation shall indemnify any person against any and all judgments, fines, and amounts paid in settling or otherwise disposing of actions or threatened actions, and expenses in connection therewith, incurred by reason of the fact that such person, such person’s testator or intestate is or was a director or officer of the Corporation or of any other corporation of any type or kind, domestic or foreign, which such person served in any capacity at the request of the Corporation.  To the extent permitted by law, expenses so incurred by any such person in defending a civil or criminal action or proceeding shall at such person’s request be paid by the Corporation in advance of the final disposition of such action or proceeding.

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ARTICLE IX

ADOPTION AND AMENDMENTS

Section 9.1.            Power to Amend.  These By-Laws may be amended or repealed and any new By-Laws may be adopted by the Board of Directors; provided that these By-Laws and any other By-Laws amended or adopted by the Board of Directors may be amended, may be reinstated, and new By-Laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors.

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EX-3.27

Exhibit 3.27

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC.

The undersigned certify that:

1.They are the President and the Secretary, respectively, of COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC., a California professional corporation.

2.The Articles of Incorporation of this corporation are amended and restated to read as follows:

“FIRST

The name of this corporation is COASTAL ONCOLOGY, INC.

SECOND

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THIRD

The corporation is authorized to issue only one class of shares of stock, and the total number of shares which this corporation is authorized to issue is 7,500.

FOURTH

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

FIFTH

Corporate agents, as that term is defined in Corporations Code Section 317, may be indemnified to the fullest extent permissible under California law.”

3.The foregoing Amended and Restated Articles of Incorporation has been duly approved by the Board of Directors.

4.The foregoing Amended and Restated Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code.  The total number of outstanding shares of each class entitled to vote on this amendment was 100 shares of common stock and 0 shares of preferred stock. 

The number of shares voting in favor of the amendment equaled or exceeded the vote required.  The percentage vote required was more than fifty percent (50%).

We declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.  This document may be executed in any number of counterparts and delivered by facsimile transmission, which together shall constitute the complete Amended and Restated Articles of Incorporation.

Date: February 9, 2006	/s/ Jonathan R. Stella
	Jonathan R. Stella, M.D., President
Date: February 9, 2006	/s/ Victor G. Schweitzer
	Victor G. Schweitzer, M.D., Secretary

EX-3.28

Exhibit 3.28

AMENDED AND RESTATED
BY-LAWS
OF
COASTAL ONCOLOGY, INC.

ARTICLE I

OFFICES

Section 1.1             Registered Office.  The registered office of the Corporation within the State of California shall be located at the principal place of business in said State of such corporation or the individual acting as the Corporation’s registered agent in California.

Section 1.2             Other Offices.  The Corporation may also have offices and places of business at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1             Place of Meetings.  All meetings of stockholders shall be held at the principal office of the Corporation,.  or at such other place within or without the State of California as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2             Annual Meetings.  The annual meeting of stockholders shall be held at such time on such day, other than a legal holiday, as the Board of Directors determines.  At the annual meeting, the stockholders entitled to vote for the election of directors shall elect, by a plurality vote, the Board of Directors and transact such other business as may properly come before the meeting.

Section 2.3             Special Meetings.  Special meetings of stockholders, for any purpose or purposes, may be called by a majority of the Board of Directors.  Any such request shall state the purpose or purposes of the proposed meeting.  At any special meeting of stockholders, only such business may be transacted as is related to the purpose or purposes set forth in the notice of such meeting.

Section 2.4             Notice of Meetings.  Written notice of every meeting of stockholders, stating the place, date and hour thereof and, in the case of a special meeting of stockholders, the purpose or purposes thereof and the person or persons by whom or at whose direction such meeting has been called and such notice is being issued, shall be given not less than 10 days (or not less than any such other minimum period of days as may be prescribed by law) nor more than 60 days (or more than any such maximum period prescribed by law) before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United

States mail, postage prepaid, directed to the stockholder at his address as it appears on the stock transfer books of the Corporation.  Nothing herein contained shall preclude the stockholders from waiving notice as provided in Section 4.1 hereof.  The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information or documents prescribed by law.

Section 2.5             Quorum.  The holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote, represented in person or by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at any meeting of stockholders.  If, however, such quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  Notwithstanding the foregoing, if after any such adjournment the Board of Directors shall fix a new record date for the adjourned meeting, or if the adjournment is for more than thirty (30) days, a notice of such adjourned meeting shall be given as provided in Section 2.4 of these By-Laws, but such notice may be waived as provided in Section 4.1 hereof.

Section 2.6             Voting.  At each meeting of stockholders, each holder of record of shares of stock entitled to vote shall be entitled to vote in person or by proxy, and each such holder shall be entitled to one vote for every share standing in his name on the books of the Corporation as of the record date fixed by the Board of Directors or prescribed by law and, if a quorum is present, a majority of the shares of such stock present or represented at Any meeting of stockholders shall be the vote of the stockholders with respect to any item of business, unless otherwise provided by any applicable provision of law, by these By-Laws or by the Articles of Incorporation.

Section 2.7             Proxies.  Every stockholder entitled to vote at a meeting or by consent without a meeting may authorize another person or persons to act for him by proxy.  Each proxy shall be in writing executed by the stockholder giving the proxy or by his duly authorized attorney.  No proxy shall be valid after the expiration of 11 months from its date, unless a longer period is provided for in the proxy.  Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it, or his legal representatives or assigns except in those cases where an irrevocable proxy permitted by statute has been given.

Section 2.8             Consents.  Whenever a vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of statute, the Articles of Incorporation or these By-Laws, the meeting, prior notice thereof and vote of stockholders may be dispensed with if the holders of shares having not less than the minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to the taking of such action.  Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.  Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 of the General Corporation Law of the State of California (“CGCL”) without a meeting by less than unanimous written consent shall be given at least ten days before the consummation of the action authorized by such

2

approval, and prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing.

Section 2.9             Annual Report.  Whenever the corporation shall have fewer than one hundred shareholders as said number is determined as provided in Section 605 of the CGCL, the Board of Directors shall not be required to cause to be sent to the shareholders of the corporation the annual report prescribed by Section 1501 of the CGCL unless it shall determine that a useful purpose would be served by causing the same to be sent or unless the Department of Corporations, pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same.

ARTICLE III

DIRECTORS

Section 3.1             Number.  The authorized number of directors shall be not less than one nor more than seven (7) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

Section 3.2             Resignation and Removal.  Any director may resign at any time upon notice of resignation to the Corporation.  Any director may be removed at any time by vote of the stockholders then entitled to vote for the election of directors at a special meeting called for that purpose, either with or without cause.

Section 3.3             Newly Created Directorship and Vacancies.  Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason whatsoever shall be filled by the Board in the manner prescribed by Section 305 of the CGCL.  If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office.  Any director elected to fill a vacancy shall be elected until the next meeting of stockholders at which the election of directors is in the regular course of business, and until his successor has been elected and qualified.

Section 3.4             Powers and Duties.  Subject to the applicable provisions of law, these By-Laws or the Articles of Incorporation, but in furtherance and not in limitation of any rights therein conferred, the Board of Directors shall have the control and management of the business and affairs of the Corporation and shall exercise all such powers of the Corporation and do all such lawful acts and things as may be exercised by the Corporation.

Section 3.5             Place of Meetings.  All meetings of the Board of Directors may be held either within or without the State of California.

Section 3.6             Regular Meetings.  Regular meetings of the Board of Directors may be held upon such notice or without notice, and at such time and at such place as shall from time to time be determined by the Board.

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Section 3.7             Notice of Meetings.  No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Directors.  Special meetings shall be held upon at least four days’ notice by mail or upon at least forty-eight hours’ notice delivered personally or by telephone or by any other means authorized by the provisions of Section 307 of the CGCL.  Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.  A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.8             Quorum and Voting.  At all meetings of the Board of Directors, a majority of the entire Board shall be necessary to, and shall constitute a quorum for, the transaction of business at any meeting of directors, unless otherwise provided by any applicable provision of law, by these By-Laws, or by the Articles of Incorporation.  The act of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors, unless otherwise provided by an applicable provision of law, by these By-Laws or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present.

Section 3.9             Compensation.  The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.

Section 3.10           Action without a Meeting.  Any action required or permitted to be taken by the Board, or by a committee of the Board, may be taken without a meeting if all members of the Board or the committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action.  Any such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 3.11           Telephone Participation.  Any one or more members of the Board, or any committee of the Board, may participate in a meeting of the Board or committee by means of a conference telephone call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 3.12           Committees of the Board.  The Board, by resolution adopted by a majority of the entire Board, may designate one or more committees, each consisting of one or more directors.  The Board may designate one or more directors as alternate members of any such committee.  Such alternate members may replace any absent member or members at any meeting of such committee.  Each committee (including the members thereof) shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board.  Except as otherwise provided by law, each such committee, to the extent provided in the resolution

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establishing it, shall have and may exercise all the authority of the Board with respect to all matters.

ARTICLE IV

WAIVER

Section 4.1             Waiver.  Whenever a notice is required to be given by any provision of law, by these By-Laws, or by the Articles of Incorporation, a waiver thereof in writing, whether before or after the time stated therein, shall be deemed equivalent to such notice.  In addition, any stockholder attending a meeting of stockholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him or her, and any director attending a meeting of the Board of Directors without protesting prior to the meeting or at its commencement such lack of notice, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE V

OFFICERS

Section 5.1             Executive Officers.  The officers of the Corporation shall be a President, Chief Executive Officer, a Secretary, Chief Financial Officer and a Treasurer.  Any person may hold two or more of such offices.  The officers of the Corporation shall be elected annually (and from time to time by the Board of Directors, as vacancies occur), at the annual meeting of the Board of Directors following the meeting of stockholders at which the Board of Directors was elected.

Section 5.2             Other Officers.  The Board of Directors may appoint such other officers and agents, including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall at any time or from time to time deem necessary or advisable.

Section 5.3             Authorities and Duties.  All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of business and affairs of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, as may be prescribed by the Board of Directors.

Section 5.4             Tenure and Removal.  The officers of the Corporation shall be elected or appointed to hold office until their respective successors are elected or appointed.  All officers shall hold office at the pleasure of the Board of Directors, and any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors for cause or without cause at any regular or special meeting.

Section 5.5             Vacancies.  Any vacancy occurring in any office of the Corporation, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board of Directors.

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Section 5.6             Compensation.  The salaries and other compensation of all officers and agents of the Corporation shall be fixed by or in the manner prescribed by the Board of Directors.

Section 5.7             President; Chief Executive Officer.  The President or Chief Executive Officer shall have general charge of the business and affairs of the Corporation, subject to the control of the Board of Directors, and shall preside at all meetings of the stockholders and directors.  The President or Chief Executive Officer shall perform such other duties as are properly required by him or her by the Board of Directors.

Section 5.8             Vice President.  Each Vice President, if any, shall perform such duties as may from time to time be assigned to him by the Board of Directors.

Section 5.9             Secretary.  The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and shall record all proceedings taken at such meetings in a book to be kept for that purpose; the Secretary shall see that all notices of meetings of stockholders and meetings of the Board of Directors are duly given in accordance with the provisions of these By-Laws or as required by law; the Secretary shall be the custodian of the records and of the corporate seal or seals of the Corporation; the Secretary shall have authority to affix the corporate seal or seals to all documents, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed it may be attested by the Secretary’s signature; and in general, the Secretary shall perform all duties incident to the office of the Secretary of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.10           Treasurer.  The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit, or cause to be deposited, in the name and to the credit of the Corporation, all moneys and valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors.  The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; the Treasurer shall render to the President or Chief Executive Officer and to each member of the Board of Directors, whenever requested, an account of all of his transactions as Treasurer and of the financial condition of the Corporation; and in general, the Treasurer shall perform all of the duties incident to the office of the Treasurer of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.11           Other Officers.  The Board of Directors may also elect or may delegate to the President or Chief Executive Officer the power to appoint such other officers as it may at any time or from time to time deem advisable, and any officers so elected or appointed shall have such authority and perform such duties as the Board of Directors or the President or the Chief Executive Officer, if he or she shall have appointed them, may from time to time prescribe.

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ARTICLE VI

PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1             Form and Signature.  The shares of the Corporation shall be represented by a certificate signed by the Chairman of the Board or President or Chief Executive Officer or any Vice President and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, and shall bear the seal of the Corporation or a facsimile thereof.  Each certificate representing shares issued by the Corporation (after the effective date of the Corporation’s reincorporation) shall state upon its face (a) that the Corporation is formed under the laws of the.  State of California, (b) the name of the person or persons to whom it is issued, (c) the number of shares which such certificate represents, (d) the par value, if any, of each share represented by such certificate and (e) any statement required by law.

Section 6.2             Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

Section 6.3             Transfer of Stock.  Upon surrender to the Corporation or the appropriate transfer agent, if any, of the Corporation, of a certificate representing shares of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and, in the event that the certificate refers to any agreement restricting transfer of the shares which it represents, proper evidence of compliance with such agreement, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the Corporation.

Section 6.4             Lost Certificates, etc.  The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated, stolen or destroyed, and the Board of Directors may require the owner of such lost, mutilated, stolen or destroyed certificate, or such owner’s legal representatives, to make an affidavit of the fact and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 6.5             Record Date.  For the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express written consent to any corporate action without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date.  Such date shall not be more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

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Section 6.6             Regulations.  Except as otherwise provided by law, the Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient, concerning the issue, transfer and registration of certificates for the securities of the Corporation.  The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars and may require all certificates for shares of capital stock to bear the signature or signatures of any of them.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1             Dividends and Distributions.  Dividends and other distributions upon or with respect to outstanding shares of stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, bonds, property, or in stock of the Corporation.  The Board shall have full power and discretion, subject to the provisions of the Articles of Incorporation or the terms of any other corporate document or instrument to determine what, if any, dividends or distributions shall be declared and paid or made.

Section 7.2             Checks, etc.  All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or other person or persons as may from time to time be designated by the Board of Directors.

Section 7.3             Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal California.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.4             Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.5             General and Special Bank Accounts.  The Board may authorize from time to time the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may be delegated by the Board from time to time.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

Section 7.6             Books and Records.

(a)  The Corporation shall keep at its principal executive office in the State of California or, if its principal executive office is not in the State of California, at its principal business office in the State of California, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.  If the principal executive office of the Corporation is outside the State of California, and, if the

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Corporation has no principal business office in the State of California, it shall upon request of any shareholder furnish a copy of the By-Laws as amended to date.

(b)  The Corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any, of the Board of Directors.  The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.  Such minutes shall be in written form.  Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 8.1             Indemnification by Corporation.  To the extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) the Corporation shall indemnify any person against any and all judgments, fines, and amounts paid in settling or otherwise disposing of actions or threatened actions, and expenses in connection therewith, incurred by reason of the fact that such person, such person’s testator or intestate is or was a director or officer of the Corporation or of any other corporation of any type or kind, domestic or foreign, which such person served in any capacity at the request of the Corporation.  To the extent permitted by law, expenses so incurred by any such person in defending a civil or criminal action or proceeding shall at such person’s request be paid by the Corporation in advance of the final disposition of such action or proceeding.

ARTICLE IX

ADOPTION AND AMENDMENTS

Section 9.1             Power to Amend.  These By-Laws may be amended or repealed and any new By-Laws may be adopted by the Board of Directors; provided that these By-Laws and any other By-Laws amended or adopted by the Board of Directors may be amended, may be reinstated, and new By-Laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors.

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EX-3.29

Exhibit 3.29

RESTATED ARTICLES OF INCORPORATION

OF

RADIATION ONCOLOGY MEDICAL GROUP OF SOUTHERN CALIFORNIA, INC.

The undersigned certify that:

1.They are the President and the Secretary, respectively, of RADIATION ONCOLOGY MEDICAL GROUP OF SOUTHERN CALIFORNIA, INC., a California corporation.

2.The Articles of Incorporation of this corporation are amended and restated to read as follows:

“FIRST

The name of this corporation is FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC.

SECOND

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THIRD

This Corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 25,000.

FOURTH

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

FIFTH

Corporate agents, as that term is defined in Corporations Code Section 317, may be indemnified to the fullest extent permissible under California law.”

3.The foregoing Amendment and Restatement of Articles of Incorporation has been duly approved by the Board of Directors.

4.The foregoing Amendment and Restatement of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the Corporation is one thousand three hundred thirty-three and thirty-three hundredths (1,333.33).  The number of shares voting

in favor of the amendment equaled or exceeded the vote required.  The percentage vote required was more than fifty percent (50%).

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date:	8/23/05
		/s/ Robert J. Woodhouse
		ROBERT J. WOODHOUSE, M.D.
		President
		/s/ Donald C. Karon
		DONALD C. KARON, M.D.
		Secretary

EX-3.30

Exhibit 3.30

AMENDED AND RESTATED
BY-LAWS
OF
FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC.

ARTICLE I

OFFICES

Section 1.1.  Registered Office.  The registered office of the Corporation within the State of California shall be located at the principal place of business in said State of such corporation or the individual acting as the Corporation’s registered agent in California.

Section 1.2.  Other Offices.  The Corporation may also have offices and places of business at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1.  Place of Meetings.  All meetings of stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of California as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2.  Annual Meetings.  The annual meeting of stockholders shall be held at such time on such day, other than a legal holiday, as the Board of Directors determines.  At the annual meeting, the stockholders entitled to vote for the election of directors shall elect, by a plurality vote, the Board of Directors and transact such other business as may properly come before the meeting.

Section 2.3.  Special Meetings.  Special meetings of stockholders, for any purpose or purposes, may be called by a majority of the Board of Directors.  Any such request shall state the purpose or purposes of the proposed meeting.  At any special meeting of stockholders, only such business may be transacted as is related to the purpose or purposes set forth in the notice of such meeting.

Section 2.4.  Notice of Meetings.  Written notice of every meeting of stockholders, stating the place, date and hour thereof and, in the case of a special meeting of stockholders, the purpose or purposes thereof and the person or persons by whom or at whose direction such meeting has been called and such notice is being issued, shall be given not less than 10 days (or not less than any such other minimum period of days as may be prescribed by law) nor more than 60 days (or more than any such maximum period prescribed by law) before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the stock

transfer books of the Corporation.  Nothing herein contained shall preclude the stockholders from waiving notice as provided in Section 4.1 hereof.  The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information or documents prescribed by law.

Section 2.5.  Quorum.  The holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote, represented in person or by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at any meeting of stockholders.  If, however, such quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  Notwithstanding the foregoing, if after any such adjournment the Board of Directors shall fix a new record date for the adjourned meeting, or if the adjournment is for more than thirty (30) days, a notice of such adjourned meeting shall be given as provided in Section 2.4 of these By-Laws, but such notice may be waived as provided in Section 4.1 hereof.

Section 2.6.  Voting.  At each meeting of stockholders, each holder of record of shares of stock entitled to vote shall be entitled to vote in person or by proxy, and each such holder shall be entitled to one vote for every share standing in his name on the books of the Corporation as of the record date fixed by the Board of Directors or prescribed by law and, if a quorum is present, a majority of the shares of such stock present or represented at any meeting of stockholders shall be the vote of the stockholders with respect to any item of business, unless otherwise provided by any applicable provision of law, by these By-Laws or by the Articles of Incorporation.

Section 2.7.  Proxies.  Every stockholder entitled to vote at a meeting or by consent without a meeting may authorize another person or persons to act for him by proxy.  Each proxy shall be in writing executed by the stockholder giving the proxy or by his duly authorized attorney.  No proxy shall be valid after the expiration of 11 months from its date, unless a longer period is provided for in the proxy.  Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it, or his legal representatives or assigns except in those cases where an irrevocable proxy permitted by statute has been given.

Section 2.8.  Consents.  Whenever a vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of statute, the Articles of Incorporation or these By-Laws, the meeting, prior notice thereof and vote of stockholders may be dispensed with if the holders of shares having not less than the minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to the taking of such action.  Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.  Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 of the General Corporation Law of the State of California (“CGCL”) without a meeting by less than unanimous written consent shall be given at least ten days before the consummation of the action authorized by such approval, and prompt notice shall be given of the taking of any other corporate action approved

by shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing.

Section 2.9.  Annual Report.  Whenever the corporation shall have fewer than one hundred shareholders as said number is determined as provided in Section 605 of the CGCL, the Board of Directors shall not be required to cause to be sent to the shareholders of the corporation the annual report prescribed by Section 1501 of the CGCL unless it shall determine that a useful purpose would be served by causing the same to be sent or unless the Department of Corporations, pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same.

ARTICLE III

DIRECTORS

Section 3.1.  Number.  The authorized number of directors shall be not less than three (3) nor more than five (5) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

Section 3.2.  Resignation and Removal.  Any director may resign at any time upon notice of resignation to the Corporation.  Any director may be removed at any time by vote of the stockholders then entitled to vote for the election of directors at a special meeting called for that purpose, either with or without cause.

Section 3.3.  Newly Created Directorship and Vacancies.  Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason whatsoever shall be filled by the Board in the manner prescribed by Section 305 of the CGCL.  If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office.  Any director elected to fill a vacancy shall be elected until the next meeting of stockholders at which the election of directors is in the regular course of business, and until his successor has been elected and qualified.

Section 3.4.  Powers and Duties.  Subject to the applicable provisions of law, these By-Laws or the Articles of Incorporation, but in furtherance and not in limitation of any rights therein conferred, the Board of Directors shall have the control and management of the business and affairs of the Corporation and shall exercise all such powers of the Corporation and do all such lawful acts and things as may be exercised by the Corporation.

Section 3.5.  Place of Meetings.  All meetings of the Board of Directors may be held either within or without the State of California.

Section 3.6.  Regular Meetings.  Regular meetings of the Board of Directors may be held upon such notice or without notice, and at such time and at such place as shall from time to time be determined by the Board.

Section 3.7.  Notice of Meetings.  No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Directors.  Special meetings shall be held upon at least four days’ notice by mail or upon at least forty-eight hours’ notice delivered personally or by telephone or by any other means authorized by the provisions of Section 307 of the CGCL.  Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.  A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.10.  Quorum and Voting.  At all meetings of the Board of Directors, a majority of the entire Board shall be necessary to, and shall constitute a quorum for, the transaction of business at any meeting of directors, unless otherwise provided by any applicable provision of law, by these By-Laws, or by the Articles of Incorporation.  The act of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors, unless otherwise provided by an applicable provision of law, by these By-Laws or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present.

Section 3.11.  Compensation.  The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.

Section 3.12.  Action without a Meeting.  Any action required or permitted to be taken by the Board, or by a committee of the Board, may be taken without a meeting if all members of the Board or the committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action.  Any such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 3.13.  Telephone Participation.  Any one or more members of the Board, or any committee of the Board, may participate in a meeting of the Board or committee by means of a conference telephone call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 3.14.  Committees of the Board.  The Board, by resolution adopted by a majority of the entire Board, may designate one or more committees, each consisting of one or more directors.  The Board may designate one or more directors as alternate members of any such committee.  Such alternate members may replace any absent member or members at any meeting of such committee.  Each committee (including the members thereof) shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board.  Except as otherwise provided by law, each such committee, to the extent provided in the resolution

establishing it, shall have and may exercise all the authority of the Board with respect to all matters.

ARTICLE IV

WAIVER

Section 4.1.  Waiver.  Whenever a notice is required to be given by any provision of law, by these By-Laws, or by the Articles of Incorporation, a waiver thereof in writing, whether before or after the time stated therein, shall be deemed equivalent to such notice.  In addition, any stockholder attending a meeting of stockholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him or her, and any director attending a meeting of the Board of Directors without protesting prior to the meeting or at its commencement such lack of notice, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE V

OFFICERS

Section 5.1.  Executive Officers.  The officers of the Corporation shall be a President, Chief Executive Officer, a Secretary, Chief Financial Officer and a Treasurer.  Any person may hold two or more of such offices.  The officers of the Corporation shall be elected annually (and from time to time by the Board of Directors, as vacancies occur), at the annual meeting of the Board of Directors following the meeting of stockholders at which the Board of Directors was elected.

Section 5.2.  Other Officers.  The Board of Directors may appoint such other officers and agents, including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall at any time or from time to time deem necessary or advisable.

Section 5.3.  Authorities and Duties.  All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of business and affairs of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, as may be prescribed by the Board of Directors.

Section 5.4.  Tenure and Removal.  The officers of the Corporation shall be elected or appointed to hold office until their respective successors are elected or appointed.  All officers shall hold office at the pleasure of the Board of Directors, and any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors for cause or without cause at any regular or special meeting.

Section 5.5.  Vacancies.  Any vacancy occurring in any office of the Corporation, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board of Directors.

Section 5.6.  Compensation.  The salaries and other compensation of all officers and agents of the Corporation shall be fixed by or in the manner prescribed by the Board of Directors.

Section 5.7.  President; Chief Executive Officer.  The President or Chief Executive Officer shall have general charge of the business and affairs of the Corporation, subject to the control of the Board of Directors, and shall preside at all meetings of the stockholders and directors.  The President or Chief Executive Officer shall perform such other duties as are properly required by him or her by the Board of Directors.

Section 5.8.  Vice President.  Each Vice President, if any, shall perform such duties as may from time to time be assigned to him by the Board of Directors.

Section 5.9.  Secretary.  The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and shall record all proceedings taken at such meetings in a book to be kept for that purpose; the Secretary shall see that all notices of meetings of stockholders and meetings of the Board of Directors are duly given in accordance with the provisions of these By-Laws or as required by law; the Secretary shall be the custodian of the records and of the corporate seal or seals of the Corporation; the Secretary shall have authority to affix the corporate seal or seals to all documents, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed it may be attested by the Secretary’s signature; and in general, the Secretary shall perform all duties incident to the office of the Secretary of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.10.  Treasurer.  The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit, or cause to be deposited, in the name and to the credit of the Corporation, all moneys and valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors.  The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; the Treasurer shall render to the President or Chief Executive Officer and to each member of the Board of Directors, whenever requested, an account of all of his transactions as Treasurer and of the financial condition of the Corporation; and in general, the Treasurer shall perform all of the duties incident to the office of the Treasurer of a corporation, and such other duties as the Board of Directors may from time to time prescribe.

Section 5.11.  Other Officers.  The Board of Directors may also elect or may delegate to the President or Chief Executive Officer the power to appoint such other officers as it may at any time or from time to time deem advisable, and any officers so elected or appointed shall have such authority and perform such duties as the Board of Directors or the President or the Chief Executive Officer, if he or she shall have appointed them, may from time to time prescribe.

ARTICLE VI

PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1.  Form and Signature.  The shares of the Corporation shall be represented by a certificate signed by the Chairman of the Board or President or Chief Executive Officer or any Vice President and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, and shall bear the seal of the Corporation or a facsimile thereof.  Each certificate representing shares issued by the Corporation (after the effective date of the Corporation’s reincorporation) shall state upon its face (a) that the Corporation is formed under the laws of the State of California, (b) the name of the person or persons to whom it is issued, (c) the number of shares which such certificate represents, (d) the par value, if any, of each share represented by such certificate and (e) any statement required by law.

Section 6.2.  Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

Section 6.3.  Transfer of Stock.  Upon surrender to the Corporation or the appropriate transfer agent, if any, of the Corporation, of a certificate representing shares of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and, in the event that the certificate refers to any agreement restricting transfer of the shares which it represents, proper evidence of compliance with such agreement, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the Corporation.

Section 6.4.  Lost Certificates, etc.  The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated, stolen or destroyed, and the Board of Directors may require the owner of such lost, mutilated, stolen or destroyed certificate, or such owner’s legal representatives, to make an affidavit of the fact and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 6.5.  Record Date.  For the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express written consent to any corporate action without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date.  Such date shall not be more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

Section 6.6.  Regulations.  Except as otherwise provided by law, the Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient, concerning the issue, transfer and registration of certificates for the securities of the Corporation.  The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars and may require all certificates for shares of capital stock to bear the signature or signatures of any of them.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1.  Dividends and Distributions.  Dividends and other distributions upon or with respect to outstanding shares of stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, bonds, property, or in stock of the Corporation.  The Board shall have full power and discretion, subject to the provisions of the Articles of Incorporation or the terms of any other corporate document or instrument to determine what, if any, dividends or distributions shall be declared and paid or made.

Section 7.2.  Checks, etc.  All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or other person or persons as may from time to time be designated by the Board of Directors.

Section 7.3.  Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal California.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.4.  Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.5.  General and Special Bank Accounts.  The Board may authorize from time to time the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may be delegated by the Board from time to time.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

Section 7.6.  Books and Records.

(a)  The Corporation shall keep at its principal executive office in the State of California or, if its principal executive office is not in the State of California, at its principal business office in the State of California, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.  If the principal executive office of the Corporation is outside the State of California, and, if the Corporation has no principal business office in the State of California, it shall upon request of any shareholder furnish a copy of the By-Laws as amended to date.

(b)  The Corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any, of the Board of Directors.  The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.  Such minutes shall be in written form.  Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 8.1.  Indemnification by Corporation.  To the extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) the Corporation shall indemnify any person against any and all judgments, fines, and amounts paid in settling or otherwise disposing of actions or threatened actions, and expenses in connection therewith; incurred by reason of the fact that such person, such person’s testator or intestate is or was a director or officer of the Corporation or of any other corporation of any type or kind, domestic or foreign, which such person served in any capacity at the request of the Corporation.  To the extent permitted by law, expenses so incurred by any such person in defending a civil or criminal action or proceeding shall at such person’s request be paid by the Corporation in advance of the final disposition of such action or proceeding.

ARTICLE IX

ADOPTION AND AMENDMENTS

Section 9.1.  Power to Amend.  These By-Laws may be amended or repealed and any new By-Laws may be adopted by the Board of Directors; provided that these By-Laws and any other By-Laws amended or adopted by the Board of Directors may be amended, may be reinstated, and new By-Laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors.

EX-3.31

Exhibit 3.31

ARTICLES OF AMENDMENT TO

THE ARTICLES OF INCORPORATION

OF

C.H. AMAR INALSINGH, M.D., P.A.

A.            The name of the corporation is C.H. Amar Inalsingh, M.D., P.A.

B.            Amendments to the Articles of Incorporation amending the Articles of Incorporation in their entirety, were adopted on June 28, 2004, by the Shareholders of this Corporation pursuant to Section 621.13, 607.1001 and 607.1003, Florida Statutes (2003), to change the name of the Corporation, to change the capital stock of the Corporation and to change the business purpose of the Corporation to that of a general business corporation.  The Articles of Incorporation are amended to read as follows:

“ARTICLES OF INCORPORATION
OF
MANATEE RADIATION ONCOLOGY, INC.

ARTICLE I - NAME

The name of this Corporation is Manatee Radiation Oncology, Inc.

ARTICLE II -  PRINCIPAL OFFICE

The street address of the principal place of business and mailing address of this Corporation are 610 Newport Center Drive, Suite 350, Newport Beach, California 92660.

ARTICLE III -  NATURE OF BUSINESS

The Corporation is organized as a general business corporation whose purpose is to engage in any lawful business.

ARTICLE IV - CAPITAL STOCK

The number of shares of stock that this Corporation is authorized to have outstanding at any one time is one hundred thousand (100,000) shares of common stock with a par value of $1.00 per share.

ARTICLE V -  REGISTERED AGENT AND ADDRESS

The name and address of the registered agent are Smith Hulsey & Busey, 225 Water Street, Suite 1800, Jacksonville, Florida 32202.

ARTICLE VI -  INDEMNIFICATION

Directors and officers of this Corporation shall, and employees and agents may, be indemnified to the fullest extent permitted by Florida law.

ARTICLE VII -  BYLAWS

The Board of Directors shall adopt Bylaws for this Corporation and from time to time may modify, alter, amend or rescind the same by majority vote of the members of the Board of Directors present at any regular or special meeting or by written consent of all of the members of the Board of Directors.

ARTICLE VIII -  AMENDMENTS

This Corporation may amend, alter or repeal any provision of these Articles of Incorporation in the manner now or hereinafter provided by Florida law.”

There are no other amendments to the Articles of Incorporation, except as stated above.

C.            The Shareholders of this Corporation were entitled to vote on this amendment, and the number of votes cast for the amendment was sufficient for approval by the Shareholders.

IN WITNESS WHEREOF, C.H. Amar Inalsingh, M. D., P.A. as caused these Articles of Amendment to the Articles of Incorporation to be signed in its name by its President this 28th day of June, 2004.

C.H. AMAR INALSINGH, M.D., P.A.
By:	/s/ C.H. Amar Inalsingh
	C. H. Amar Inalsingh, M.D., President

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EX-3.32

Exhibit 3.32

BYLAWS

OF

C.H. AMAR INALSINGH, M.D., P.A.

ARTICLE I

Seal and Fiscal Year

Section 1.              Seal.  The seal of this corporation shall have inscribed on it the name of this corporation, the date of its organization, and the words “Corporate Seal, State of Florida”.

Section 2.              Fiscal Year.  The fiscal year of this corporation shall be determined by the Board of Directors upon filing the tax return of the corporation.

ARTICLE II

Shareholder’s Meetings

Section 1.              Place of Meetings.  Meetings of the shareholders shall be held at the office of the corporation or at any other place (within or without the State of Florida) the Board of Directors or shareholders may from time to time select.

Section 2.              Annual Meeting.  The annual meeting of the shareholders of this corporation shall be held at the time and place designated by the Board of Directors of the corporation.  Unless otherwise directed by the Board of Directors, the annual meeting shall be held within three (3) months after the close of the corporation’s fiscal year.  The annual meeting of shareholders for any year shall be held no later than thirteen (13) months after the last preceding annual meeting of shareholders.  Business transacted at the annual meeting shall include the election of directors of the corporation.

Section 3.              Special Meetings.  Special meetings of the shareholders may be called by the President, by the Board of Directors, or by the holders of one-tenth (1/10) or more of the shares outstanding and entitled to vote.

Section 4.              Notice.  Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) or more than sixty (60) days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5.              Notice of Adjourned Meetings.  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken; and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.  If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6.              Closing of Transfer Books and Fixing Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten

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(10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 7.              Voting Record.  If the corporation has six (6) or more shareholders of record, the officers or agent (which shall be the Secretary unless the Board of Directors otherwise designates) having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each.  The list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation, at the principal place of business of the corporation or at the office of the transfer agent or registrar of the corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours.  The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied with, the meeting, on demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with.  If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

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Section 8.              Shareholder Quorum and Voting.  Unless otherwise required in the Articles of Incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.  When a specified item of business is required to be voted on by a class or series of stock, unless otherwise required in the Articles of Incorporation, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

If a quorum is present, unless otherwise required in the Articles of Incorporation, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 9.              Voting of Shares.  Each outstanding share, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected at that time and for whose election he has a right to vote, or, if permitted in the Articles of Incorporation, to cumulate his votes by giving one candidate as many votes as the number of directors to be elected at that time multiplied by the number of his shares, or by distributing such votes on the same principle among any number of such candidates.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name.

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Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do he contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

Section 10.            Proxies.  Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholders’ duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

Section 11.            Waiver of Notice.  A shareholder, either before or after a shareholders’ meeting, may waive notice of the meeting; and his waiver shall be deemed the

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equivalent of giving notice.  Attendance at a shareholders’ meeting, either in person or by proxy, of a person entitled to notice shall constitute a waiver of notice of the meeting unless he attends for the express purpose of objecting to the transaction of business on the ground that the meeting was not lawfully called or convened.

Section 12.            Shareholders’ Agreements.  Two or more shareholders, of this corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation as provided by law.  Nothing therein shall impair the right of this corporation to treat the shareholders of record as entitled to vote the shares standing in their names.

Section 13.            Action Shareholders Without a Meeting.  Any action required by law, these bylaws, or the Articles of Incorporation of this corporation to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

Within ten (10) days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing.  The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters’ rights are provided under this act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.

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ARTICLE III

Directors

Section 1.              Function.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, the Board of Directors.

Section 2.              Qualification.  Directors need not be shareholders of this corporation.  Directors shall be licensed in this state to practice medicine.

Section 3.              Compensation.  The Board of Directors shall have authority to fix the compensation of directors.

Section 4.              Duties of Directors.  A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a)           one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(b)           counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence; or

(c)           a committee of the board upon which he does not serve, duly designated in accordance with a provision of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

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A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation.

Section 5.              Presumption of Assent.  A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 6.              Number.  This corporation shall have two (2) directors.  The number of directors may be increased or decreased from time to time by amendment to these Bylaws, but no decrease shall have the effect of shortening the terms of any incumbent director.

Section 7.              Election and Term.  Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting.  Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 8.              Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of the shareholders entitled to vote.  A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9.              Removal of Directors.  At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or

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without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

Section 10.            Quorum and Voting.  A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 11.            Director Conflicts of Interest.  No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

(a)           The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

(b)           The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(c)           The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Section 12.            Executive and Other Committees.  The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its

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members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:

(a)           approve or recommend to shareholders actions or proposals required by law to be approved by shareholders;

(b)           designate candidates for the office of director, for purposes of proxy solicitation or otherwise;

(c)           fill vacancies on the Board of Directors or any committee thereof;

(d)           amend the Bylaws;

(e)           authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors; or

(f)            authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.

The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.

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Section 13.            Place of Meetings.  Regular and special meetings by the Board of Directors may be held within or without the State of Florida.

Section 14.            Time, Notice and Call of Meetings.  Regular meetings of the Board of Directors shall be held without notice on the date established by the Board of Directors by resolution delivered to all members of the Board of Directors; but if none is so established, then immediately after the annual shareholders meeting.  Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or cablegram at least two (2) days before the meeting or by notice mailed to the director at least five (5) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting.  Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place.  Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the President of the corporation or by any two (2) directors.

Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of

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which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 15.            Action Without a Meeting.  Any action required to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee.  Such consent shall have the same effect as a unanimous vote.

ARTICLE IV

Officers

Section 1.              Officers.  The officers of this corporation shall consist of a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.  Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time.  Any two or more offices may be held by the same person.  The failure to elect a President, Secretary or Treasurer shall not affect the existence of this corporation.

Section 2.              Duties.  The officers of this corporation shall have the following duties:

The President shall be the chief executive officer of the corporation, shall have general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the shareholders and Board of Directors.

The Secretary shall have custody of, and maintain all of the corporate records except the financial records; shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board of Directors or the President.

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The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of shareholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

The duties of other officers, and other duties of these officers, may be prescribed from time to time by resolution of the Board of Directors.

Section 3.              Removal of Officers.  Any officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent.

Any vacancy, however occurring, in any office may be filled by the Board of Directors, unless the Bylaws shall have expressly reserved such power to the shareholders.

Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.              Delegation of Duties.  Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the board may delegate the powers and duties of an officer to any other officer or officers or to any director or directors.

ARTICLE V

Stock Certificates

Section 1.              Issuance.  Every holder of shares in this corporation shall be entitled to have a certificate, representing all shares to which he is entitled.  No certificate shall be issued for any share until such share is fully paid.

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Section 2.              Form.  Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of this corporation or a facsimile thereof.  The signatures of the President or Vice President and the Secretary or Assistant Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or an employee of the corporation.  In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance.

If there is more than one class of stock, every certificate representing shares issued by this corporation shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, and the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.

Each certificate representing shares shall state upon the face thereof:  the name of the corporation; that the corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

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Section 3.              Transfers of Shares.  Shares of the corporation shall only be transferred on its books upon the surrender to the corporation of the share certificates duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer.  In that event, the surrendered certificates shall be canceled, new certificates issued to the person entitled to them, and the transaction recorded on the books of the corporation.

Section 4.              Lost, Stolen or Destroyed Certificates.  The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the corporation may direct, to indemnify the corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

ARTICLE VI

Books and Records

Section 1.              Books and Records.  This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees of directors.

This corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

Any books, records, and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2.              Shareholders’ Inspection Rights.  Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six (6) months

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immediately preceding his demand or shall be the holder of record of, or the holder of voting trust certificates for, at least five (5%) percent of the outstanding shares of any class or series of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 3.              Financial Information.  Unless modified by resolution of the shareholders, not later than four (4) months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five (5) years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE VII

Dividends

The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on its shares in cash, property or its own shares, except when the corporation is insolvent or when the payment thereof would render the corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the Articles of Incorporation, subject to the following provisions:

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(a)           Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the corporation or out of capital surplus, howsoever arising but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the shareholders receiving the same concurrently with the distribution.

(b)           Dividends may be declared and paid in the corporation’s own treasury shares.

(c)           Dividends may be declared and paid in the corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the corporation upon the following conditions:

(1)           If a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

(2)           If a dividend is payable in shares without par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

(d)           No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the Articles of Incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

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(e)           A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.

ARTICLE VIII

Amendment

These Bylaws may be repealed or amended, and new bylaws may be adopted, by either the Board of Directors or the shareholders, but the Board of Directors may not amend or repeal any bylaw adopted by shareholders if the shareholders specifically provide such bylaw is not subject to amendment or repeal by the directors.

ARTICLE IX

Deadlock

Section 1.              Should deadlock, dispute or controversy arise among the shareholders or directors of the corporation in regard to matters of management and corporation policy or matters arising under the provisions of the charter and should the shareholders by using their legal power and influence as shareholders be unable to resolve such deadlock, dispute or controversy, the matter may be submitted by any shareholder to arbitration.

Section 2.              Should the shareholders be unable to agree as to the scope of this provision or the application of this provision to the deadlock, dispute or controversy at issue, the scope and applicability of this provision shall be determined by the arbitrator.

Section 3.              The arbitrator shall be selected by the shareholders upon unanimous vote of the shares of stock outstanding and entitled to vote.  The shareholders shall reserve the right to replace the arbitrator by unanimous vote of the shares outstanding and entitled to vote.

Section 4.              Should the shareholders be unable to select an arbitrator or a successor arbitrator, the deadlock, dispute or controversy shall be submitted to the American Arbitration Association at its nearest office in accordance with its rules.

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Section 5.              The decision of the arbitrator shall be final and binding upon all shareholders.  The shareholders shall vote their shares as the arbitrator shall direct.

Section 6.              To enforce these provisions, the arbitrator may obtain an injunction from a court having jurisdiction to direct the shareholders to vote as the arbitrator has determined.

Section 7.              After arbitration and settlement, should matters in controversy continue to arise, the arbitrator shall determine when arbitration shall no longer reasonably resolve the deadlock, dispute or controversy.  Upon the making of such a determination by the arbitrator, the objecting shareholder(s) shall offer for sale, first to the corporation and then to the remaining shareholders stock interest in the corporation upon the terms of sale and methods of valuation of any buy and sell or option-purchase agreement to which the shareholders and the corporation shall then be a party.  Should there be no valid agreement then in effect, the terms of sale and valuation of stock shall be determined by mutual agreement of the parties; however, should they be unable to agree, the terms of sale and valuation of stock shall be determined by the arbitrator.

Section 8.              The corporation and the remaining shareholders shall each have sixty (60) days to exercise their option.  Should the corporation or remaining shareholders refuse to exercise their option to purchase the shares of the objecting shareholder(s), the shareholders, upon the written demand of the objecting shareholder, shall unanimously vote to voluntarily dissolve the corporation.  Should a shareholder refuse to vote his stock in this manner, the arbitrator may obtain an injunction from a court with jurisdiction to direct the shareholder to so vote.

DATED: November 21, 1977.

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EX-3.33

Exhibit 3.33

CERTIFICATE ACCOMPANYING
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VENICE ONCOLOGY CENTER, P.A.

Pursuant to the provisions of Section 621.13(4) of the Professional Service Corporation and Limited Liability Company Act and Sections 607.1003 and 607.1007 of the Florida Business Corporation Act, it is hereby certified that:

FIRST:           The name of the corporation is Venice Oncology Center, P.A. (the “Corporation”).

SECOND:              The Amended and Restated Articles of Incorporation that this certificate accompanies contain amendments to the Corporation’s articles of incorporation that required shareholder approval.

THIRD:         The Amended and Restated Articles of Incorporation were duly approved and adopted in accordance with Sections 607.1003 and 607.0821 of the Florida Business Corporation Act on February 7, 2006 by joint action by written consent of the board of directors of the Corporation and the holders of the Corporation’s common shares representing the number of votes sufficient to approve the Amended and Restated Articles of Incorporation of the Corporation and the amendments contained therein.  No other voting group was entitled to vote on the amendments.

FOURTH:             The Amended and Restated Articles of Incorporation amend and restate the Corporation’s Articles of Incorporation in their entirety and shall be the articles of incorporation of the Corporation.

Dated:  February 10, 2006.

Venice Oncology Center, P.A.,
a Florida corporation
By:	/s/ Alan H. Porter, M.D.
Name:	Alan H. Porter, M.D.
Title:	President

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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VENICE ONCOLOGY CENTER, P.A.

Pursuant to the provisions of Sections 607.1001, 607.1003 and 607.1007 of the Florida Business Corporation Act (the “Act”) and Section 621.13 of the Professional Service Corporation and Limited Liability Company Act, the undersigned corporation, Venice Oncology Center, P.A., approves and adopts the following Amended and Restated Articles of Incorporation:

ARTICLE I.
Name

The name of the corporation (hereinafter referred to as the “Corporation”) is:

Venice Oncology Center, Inc.

ARTICLE II.
Principal Offices and Mailing Address

The principal office and mailing address of the Corporation is 901 S. Tamiami Trail, Venice, Florida, 34285.

ARTICLE III.
Shares

The Corporation shall have authority to issue 10,000 common shares of capital stock with a par value of $1.00 per share.

ARTICLE IV.
Registered Office & Agent

The street, address of the registered office of the Corporation is 1201 Hays Street, Tallahassee, Florida 32301-2525, and the name of its registered agent is Corporation Service Company.

ARTICLE V.
Board of Directors

The number of directors of the corporation shall such number as from time to time fixed by, or in the manner prescribed by, the bylaws of the Corporation.

ARTICLE VI.
Incorporators

The name of incorporator of this incorporation is Alan H. Porter, M.D. and the street address of the incorporator is 901 S. Tamiami Trail, Venice, Florida 34285.

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ARTICLE VII.
Indemnification

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages to the Corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the Florida Business Corporation Act.

The Corporation shall indemnify to the full extent permitted by law any person who is made, or is threatened to be made, a party to any action suit or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that he or she is or was a director or officer of the Corporation, or serves or served any other enterprises at the request of the Corporation. If the Florida Business Corporation Act is amended after the filing of these Amended and Restated Articles of Incorporation of which this Article VII is a part to authorized corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Florida Business Corporation Act as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

The Corporation has caused these Amended and Restated Articles of Incorporation to be executed on this 7th day of February 2006.

Venice Oncology Center, P.A.,
a Florida corporation
By:	/s/  Alan H. Porter, M.D.
Name:	Alan H. Porter, M.D.
Title:	President

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ACCEPTANCE BY REGISTERED AGENT

Having been named as registered agent and to accept service of process for Venice Oncology Center, Inc., at the place designated as the registered office, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the duties and obligations of my position as registered agent.

Dated this 10th day of February, 2006.

CORPORATION SERVICE COMPANY
By:	/s/ Jeanine Reynolds
Name:	Jeanine Reynolds
Title:	as its agent

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EX-3.34

Exhibit 3.34

As Adopted February 13, 2006

AMENDED AND RESTATED BYLAWS

OF

VENICE ONCOLOGY CENTER, INC.

ARTICLE I

Offices

The principal office shall be in the State of Florida or at such other location, within or outside of Florida as the Board of Directors may elect.

The corporation may also have offices at such other places both within and without the state of Florida as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Shareholders

Section 1.              Annual Meeting.  The annual meeting of the shareholders shall he held within the three (3) month period beginning with the first day of the last month of the fiscal year of the corporation for the purpose of electing directors and for the transaction of such other business as may come before the meeting; the actual day thereof to be set forth in the Notice of the Meeting or in the Call and Waiver of Notice of Meeting.  If the election of directors shall not be held at any such annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2.              Special Meetings.  Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by law or by the Articles of Incorporation, may be called by the President or by the Board of Directors, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors then in office, or at the request in writing of shareholders owning not less than one-tenth (1/10th) of the entire capital stock of the corporation issued and outstanding and entitled to vote thereat.  Such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of Shareholders shall be limited to the purposes stated in the notice thereof.

Section 3.              Place of Meeting.  The Board of Directors may designate any place either within or without the State of Florida, unless otherwise prescribed by law or by the Articles of Incorporation, as the place of meeting for any annual meeting or for any special meeting of the shareholders. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place either within or without the State of Florida, unless otherwise prescribed by law or by the Articles of Incorporation, as the place for the holding of such meeting.  If no

designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Florida.

Section 4.              Notice of Meeting.  Written or printed notice stating the place, day and hour of the meetings and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either by hand delivery, express or other delivery service, telecopier, telegram, telex, mailgram, cablegram or other delivery method or by first-class mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her business or home address or the shareholder’s address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5.              Waiver of Notice of Meeting.  Whenever any notice to a shareholder is required pursuant to the provisions of Section 4 hereinabove, each shareholder may waive such notice in writing at any time before or after the time for the delivery of such notice, and such written waiver of notice shall be equivalent to the giving of such notice.  Attendance at any meeting by any shareholder to whom notice of such meeting must be given pursuant to the provisions of Section 4 hereinabove shall constitute a waiver of notice of such meeting by such shareholder, except when the shareholder attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting is not lawfully called or convened.

Section 6.              Voting Lists.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof arranged alphabetical order, with the address and the number and class and series of shares held by each; which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder during the whole time of the meeting.  The original stock transfer shall book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of the shareholders.

Section 7.              Quorum.  A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, unless otherwise provided in the Articles of Incorporation, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

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Section 8.              Voting of Shares.  Each shareholder entitled to vote shall at every meeting of the shareholders be entitled to one (1) vote in person or by proxy, signed by him, for each share of the corporation’s common stock held by him.  Such right to vote, shall be subject to the right of the Board of Directors to close the transfer books or to fix a record date for voting shareholders pursuant to the provisions of Article VIII hereinafter.

Section 9.              Proxies.  At all meetings of shareholders, a shareholder may vote by proxy, executed in writing by the shareholder or by his or her duly authorized attorney-in-fact; but no proxy shall be valid after eleven (11) months from its date, unless the proxy provides for a longer period.  Such proxies shall be filed with the Secretary of the corporation before or at the tune of the meeting.

Section 10.            Informal Action by Shareholders.

(a)           Any action which may be taken or is required by law to be taken at any annual or special meeting of the shareholders may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding common stock of the corporation.  If any class of stock is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the stock of each class of stock entitled to vote as a class thereon and of the total stock entitled to vote thereon.

(b)           Unless all of the holders of the outstanding stock of the corporation have signed a written consent to an action in accordance with the provisions of paragraph (a) hereinabove, then within ten (10) days after obtaining such written consent notice must be given to those shareholders who have not so consented in writing.  The notice shall fairly summarize the material features of the authorized action, and, if the action be a merger, consolidation, or sale or exchange of assets for which dissenters’ rights are provided by Florida law; the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with Florida law regarding the rights of dissenting shareholders.

ARTICLE III

Board of Directors

Section 1.              General Powers.  The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2.              Number, Tenure and Qualifications.  The number of directors of the corporation shall be not less than one (1), nor more than fifteen (15); the number of the same to be fixed by the shareholders at any annual or special meeting.  Each director shall hold office until the next annual meeting of shareholders or until his or her successor has been elected, unless sooner removed by the shareholders at any general or special meeting.  None of the directors need be residents of the State of Florida.

Section 3.              Annual Meeting.  After each annual meeting of shareholders, the Board of Directors shall hold its annual meeting at the same place as and immediately following such

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annual meeting of shareholders for the purpose of the election of officers and the transaction of such other business as may come before the meeting; and if a majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors.  The place and time of such meeting may also be fixed by written consent of the directors:

Section 4.              Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors.

Section 5.              Special Meetings.  Special Meetings or the Board of Directors may be called by the Chairman of the Board, if there be one, or the President or any two (2) directors.  The person or persons authorized to call special meetings of the Board of Directors may fix the place, time and date for holding any special meetings of the Board of Directors called by them.

Section 6.              Notice of Meeting or Waiver Thereof.  Notice of any special meeting shall be given at least two (2) days prior thereto by written notice delivered personally or mailed to each director at his or her business or home address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  If notice is given by cablegram, such notice shall be deemed to be delivered when the cablegram is dispatched.  Any director may waive notice of such meeting either before, at or after such meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where director attends meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice need not specify the purpose of any meeting.

Section 7.              Quorum.  A majority of the directors, shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is secured.

Section 8.              Manner of Acting.  The act of a majority of the directors voting for or against (disregarding any abstentions) at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9.              Vacancies.  Any  vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of  the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 10.            Compensation.  By resolution of the Board of Directors, the directors may be paid their expenses, if any, for attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors, or a stated salary as directors.  No payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 11.            Presumption of Assent.  A director who is present at a meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken,

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unless he votes again such action or abstains from voting in respect thereto.  A director may abstain from voting on any matter in his or her sole discretion.

Section 12.            Informal Action by Board.  Any action required or permitted to be taken by any provisions of law, by the Articles of Incorporation or these bylaws at any meeting of the Board of Directors of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, setting forth the actions so to be taken and filed in the minutes of the proceedings of the Board or of the committee.

Section 13.            Telephonic Meetings.  Members of the Board of Directors or an executive committee shall be deemed present at a meeting of such Board or committee if a conference telephone, or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, is used.

Section 14.            Removal.  Any director may be removed, with or without cause, by the shareholders at any general or special meeting of the shareholders whenever, in the judgment of the shareholders, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed.  This bylaw shall not be subject to change by the Board of Directors.

ARTICLE IV

Officers

Section 1.              Number.  The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.  The Board of Directors may also elect a Chairman of the Board or one or more Vice Presidents, one or more assistant secretaries and assistant treasurers and such other officers as the Board of Directors shall deem appropriate.  Any two (2) or more offices may be held by the same person.

Section 2.              Election and Term of Office.  The officers of the corporation shall be elected annually by the Board of Directors at its first meeting after each annual meeting of shareholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.  Each officer shall hold office until his or her successor shall have been duly elected and qualified or until his or her death or until he resigns or shall have been removed in the manner hereinafter provided.

Section 3.              Removal.  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.              Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

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Section 5.              Duties of Officers.  The Chairman of the Board of the corporation, or the President if there shall not be a Chairman of the Board, shall preside over all meetings of the Board of Directors and of the shareholders which he shall attend.  The President shall be the chief executive officer of the corporation.  Subject to the foregoing, the officers of the corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these bylaws, or as may be assigned to them from time to time by the Board of Directors.

Section 6.              Salaries.  The salaries of the officers shall be-fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

Section 7.              Delegation of Duties.  In the absence of or disability of any officer of the corporation or for any other result deemed sufficient by the Board of Directors, the Board may delegate his or her powers or duties to any other officer or to any other director for the time being.

ARTICLE V

Executive and Other Committees

Section 1.              Creation of Committees.  The Board of Directors may, by resolution passed by a majority of the Board, designate an Executive Committee and one (1) or more other committees, each to consist of one (1) or more of the directors of the corporation.

Section 2.              Executive Committee.  The Executive Committee, if there shall be one, shall consult with and advise the officers of the corporation in the management of its business and shall have and may exercise, to the extent provided in the resolution of the Board of Directors creating such Executive Committee, such powers of the Board of Directors as can be lawfully delegated by the Board.

Section 3.              Other Committees.  Such other committees shall have such functions and may exercise the powers of the Board of Directors, as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees.

Section 4.              Meetings of Committees.  Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive Committee or such other committees may be called by any member thereof upon two (2) days’ notice to each of the other members of such committee; or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in Section 6 of Article III of these bylaws (pertaining to notice for directors’ meetings).

Section 5.              Vacancies on Committees.  Vacancies on the Executive Committee or on such other committees shall be filled by the Board of Directors then in office at any regular or special meeting.

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Section 6.              Quorum of Committees.  At all meetings of the Executive Committee or such other committees, a majority of the committee members then in office shall constitute a quorum for the transaction of business.

Section 7.              Manner of Acting of Committees.  The acts of a majority of the members of the Executive Committee or such other committees present at any meeting at which there is a quorum shall be the act of such committee.

Section 8.              Minutes of Committees.  The Executive Committee, if there shall be one, and such other committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 9.              Compensation.  Members of the Executive Committee and such other committees may be paid compensation in accordance with the provisions of Section 10 of Article III (pertaining to compensation of directors).

ARTICLE VI

Indemnification and Advancement of Expenses for
Directors, Officers, Employees and Agents

The corporation shall indemnify and advance expenses to any person who was or is a party to any proceeding or threatened proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation; subject in each instance to satisfaction of all applicable requirements under Chapter 608, Florida Statutes.

Additionally, the corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, as it may desire; subject, however, to the restrictions contained in Chapter 607, and in particular Section 607.0850(7), Florida Statutes.

ARTICLE VII

Certificates of Stock

Section 1.              Certificates for Shares.  Every holder of stock in the corporation shall he entitled to have a certificate, signed by the President or a Vice President and the Secretary or an assistant secretary exhibiting the holder’s name and certifying the number of shares owned by him in the corporation. The certificates shall be numbered and entered in the books of the corporation as they arc issued,

Section 2.              Transfer of Shares.  Transfers of shares of the corporation shall be made upon its books by the holder of the shares in person or by his or her lawfully constituted representative upon surrender of the certificates of stock for cancellation.  The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person whether or not it shall

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have express or other notice thereof, save as expressly provided by the laws of the State of Florida.

Section 3.              Facsimile Signature.  Where a certificate is manually signed on behalf of a transfer agent or a registrar other than the corporation itself or an employee of the corporation, the signature of any such President, Vice President, Secretary or assistant secretary may be a facsimile.  In case any officer or officers who have signed or whose facsimile signature or signatures shall cease to be such officer or officers of the corporation, such certificate or certificates may, nevertheless, be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Section 4.              Lost Certificates.  The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore issued by the corporation and alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE VIII

Record Date

The Board of Directors is authorized from time to time to fix in advance a date, not more than sixty (60) nor less than ten (10) days before the date of any meeting of shareholders, or not more than sixty (60) days prior to the date for the payment of any dividend or the date for the allotment of rights; or the date when any change or conversion of or exchange of stock shall go into effect, or a date in connection with the obtaining of the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment, or to exercise the rights in respect of any such change, conversion or exchange of stock, or to give such consent, as the case may be; and, in such case, such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding, any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

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ARTICLE IX

Dividends

The Board of Directors may from time to time declare and the corporation may pay dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by the Articles of Incorporation and by law.  Dividends may be paid in cash, in property or in shares of stock, subject to the provisions of the Articles of Incorporation and to law.

ARTICLE X

Fiscal Year

The fiscal year of the corporation shall be the twelve (12) month period selected by the Board of Directors as the taxable year of the corporation for Federal income tax purposes.

ARTICLE XI

Seal

The corporate seal shall bear the name of the corporation, which shall be between two concentric circles, and in the inside of the inner circle shall be the calendar year of incorporation; an impression of said seal appearing on the margin hereof.

ARTICLE XII

Stock in Other Corporations

Shares of stock in other corporations held by this corporation shall be voted by such officer or officers of this corporation as the Board of Directors shall from time to time designate for the purpose, or by a proxy thereunto duly authorized by said Board.

ARTICLE XIII

Amendments

These bylaws may be altered, amended, or repealed in whole or in part, and new bylaws may be adopted by the Board of Directors or by the vote of shareholders owning a majority of each class of stock of the corporation entitled to vote thereon.

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EX-3.35

Exhibit 3.35

CERTIFICATE ACCOMPANYING
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SARASOTA COUNTY ONCOLOGY — PA.

Pursuant to the provisions of Section 621.13(4) of the Professional Service Corporation and Limited Liability Company Act and Sections 607.1003 and 607.1007 of the Florida Business Corporation Act, it is hereby certified that:

FIRST:  The name of the corporation is Sarasota County Oncology — P.A. (the “Corporation”).

SECOND:  The Amended and Restated Articles of Incorporation that this certificate accompanies contain amendments to the Corporation’s articles of incorporation that required shareholder approval.

THIRD:  The Amended and Restated Articles of Incorporation were duly approved and adopted in accordance with Sections 607.1003 and 607.0821 of the Florida Business Corporation Act on February 7, 2006 by joint action by written consent of the board of directors of the Corporation and the holders of the Corporation’s common shares representing the number of votes sufficient to approve the Amended and Restated Articles of Incorporation of the Corporation and the amendments contained therein.  No Other voting group was entitled to vote on the amendments.

FOURTH:  The Amended and Restated Articles of Incorporation amend and restate the Corporation’s Articles of Incorporation in their entirety and shall be the articles of incorporation of the Corporation.

Dated February 2-10, 2006

SARASOTA COUNTY ONCOLOGY — P.A.
a Florida corporation
By:	/s/ Alan H. Porter, M.D.
Name: Alan H. Porter, M.D.
Title: President

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SARASOTA COUNTY ONCOLOGY — PA.

Pursuant to the provisions of Sections 607.1001, 607.1003 and 607.1007 of the Florida Business Corporation Act (the “Act”) and Section 621.13 of the Professional Service Corporation and Limited Liability Company Act, the undersigned corporation, Sarasota County Oncology — PA., approves and adopts the following Amended and Restated Articles of Incorporation:

ARTICLE I.

Name

The name of the corporation (hereinafter referred to as the “Corporation”) is:

Sarasota County Oncology, Inc.

ARTICLE II.

Principal Offices and Mailing Address

The principal office and mailing address of the Corporation is 3663 Bee Ridge Road, Sarasota, Florida, 34233.

ARTICLE III.

Shares

The Corporation shall have authority to issue 10,000 common shares of capital stock with a par value of $1.00 per share.

ARTICLE IV.

Registered Office & Agent

The street address of the registered office of the Corporation is 1201 Hays Street, Tallahassee, Florida 32301-2525, and the name of its registered agent is Corporation Service Company.

ARTICLE V.

Board of Directors

The number of directors of the Corporation shall such number as from time to time fixed by, or in the manner prescribed by, the bylaws of the Corporation.

ARTICLE VI.

Incorporators

The name incorporator of this incorporation is Alan. H. Porter, M.D. and the street address of the incorporator is 3663 Bee Ridge Road, Sarasota, Florida, 34233.

ARTICLE VII.

Indemnification

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages to the Corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the Florida Business Corporation Act.

The Corporation shall indemnify to the full extent permitted by law any person who is made, or is threatened to be made, a party to any action suit or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that he or she is or was a director or officer of the Corporation or serves or served any other enterprises at the request of the Corporation.  If the Florida Business Corporation Act is amended After the filing of these Amended and Restated Articles of Incorporation of which this Article VII is a part to authorized corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Florida Business Corporation Act as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

The Corporation has caused these Amended and Restated Articles of Incorporation to be executed on this 7th day a February 2006.

SARASOTA COUNTY ONCOLOGY — P.A.
a Florida corporation
By:	/s/ Alan H. Porter, M.D.
Name: Alan H. Porter, M.D.
Title: President

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ACCEPTANCE BY REGISTERED AGENT

Having been named as registered agent and to accept service of process for Sarasota County Oncology, Inc., at the place designated as the registered office, I hereby accept the appointment as registered agent and agree to act in this capacity.  I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the duties and obligations of my position as registered agent.

Dated this 10th day of February, 2006.
CORPORATION SERVICE COMPANY
By:	/s/ Jeanine Reynolds
Name: Jeanine Reynolds
Its: as its agent

EX-3.36

Exhibit 3.36

As Adopted February 13, 2006

AMENDED AND RESTATED BYLAWS

OF

SARASOTA COUNTY ONCOLOGY, INC.

ARTICLE I

Offices

The principal office shall be in the State of Florida or at such other location, within or outside of Florida as the Board of Directors may elect.

The corporation may also have offices at such other places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Shareholders

Section 1.  Annual Meeting.  The annual meeting of the shareholders shall be held within the three (3) month period beginning with the first day of the last month of the fiscal year of the corporation for the purpose of electing directors and for the transaction of such other business as may come before the meeting; the actual day thereof to be set forth in the Notice of Meeting or in the Call and Waiver of Notice of Meeting.  If the election of directors shall not be held at any such annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2.  Special Meetings.  Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by law or by the Articles of Incorporation, may be called by the President or by the Board of Directors, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors then in office, or at the request in writing of shareholders owning not less than one-tenth (1/10th) of the entire capital stock of the corporation issued and outstanding and entitled to vote thereat.  Such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of shareholders shall be limited to the purpose stated in the notice thereof.

Section 3.  Place of Meeting.  The Board of Directors may designate any place either within or without the State of Florida, unless otherwise prescribed by law or by the Articles of Incorporation, as the place of meeting for any annual meeting or for any special meeting of the shareholders.  A waiver of notice signed by all shareholders entitled to vote at a meeting may

designate any place either within or without the State of Florida, unless otherwise prescribed by law or by the Articles of Incorporation, as the place for the holding of such a meeting.  If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Florida.

Section 4.  Notice of Meeting.  Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either by hand delivery, express or other delivery service, telecopier, telegram, telex, mailgram, cablegram or other delivery method or by first-class mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her business or home address or the shareholder’s address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5.  Waiver of Notice of Meeting.  Whenever any notice to a shareholder is required pursuant to the provisions of Section 4 hereinabove, each shareholder may waive such notice in writing at any time before or after the time for the delivery of such notice, and such written waiver of notice shall be equivalent to the giving of such notice.  Attendance at any meeting by any shareholder to whom notice of such meeting must be given pursuant to the provisions of Section 4 hereinabove shall constitute a waiver of notice of such meeting by such shareholder, except when the shareholder attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting is not lawfully called or convened.

Section 6.  Voting Lists.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof arranged in alphabetical order, with the address and the number and class and series of shares held by each; which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder during the whole time of the meeting.  The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of the shareholders.

Section 7.  Quorum.  A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, unless otherwise provided in the Articles of Incorporation, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

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Section 8.  Voting of Shares.  Each shareholder entitled to vote shall at every meeting of the shareholders be entitled to one (1) vote in person or by proxy, signed by him, for each share of the corporation’s common stock held by him.  Such right to vote shall be subject to the right of the Board of Directors to close the transfer books or to fix a record date for voting shareholders pursuant to the provisions of Article VIII hereinafter.

Section 9.  Proxies.  At all meetings of shareholders, a shareholder may vote by proxy, executed in writing by the shareholder or by his or her duly authorized attorney-in-fact; but no proxy shall be valid after eleven (11) months from its date, unless the proxy provides for a longer period.  Such proxies shall be filed with the Secretary of the corporation before or at the time of the meeting.

Section 10.  Informal Action by Shareholders.

(a)           Any action which may be taken or is required by law to be taken at any annual or special meeting of the shareholders may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding common stock of the corporation.  If any class of stock is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the stock of each class of stock entitled to vote as a class thereon and of the total stock entitled to vote thereon.

(b)           Unless all of the holders of the outstanding stock of the corporation have signed a written consent to an action in accordance with the provisions of paragraph (a) hereinabove, then within ten (10) days after obtaining such written consent notice must be given to those shareholders who have not so consented in writing.  The notice shall fairly summarize the material features of the authorized action, and, if the action be a merger, consolidation, or sale or exchange of assets for which dissenters’ rights are provided by Florida law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with Florida law regarding the rights of dissenting shareholders.

ARTICLE III

Board of Directors

Section 1.  General Powers.  The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2.  Number, Tenure and Qualifications.  The number of directors of the corporation shall be not less than one (1), nor more than fifteen (15), the number of the same to be fixed by the shareholders at any annual or special meeting.  Each director shall hold office until the next annual meeting of shareholders or until his or her successor has been elected, unless sooner removed by the shareholders at any general or special meeting.  None of the directors need be residents of the State of Florida.

Section 3.  Annual Meeting.  After each annual meeting of shareholders, the Board of Directors shall hold its annual meeting at the same place as and immediately following such

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annual meeting of shareholders for the purpose of the election of officers and the transaction of such other business as may come before the meeting; and if a majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors.  The place and time of such meeting may also be fixed by written consent of the directors.

Section 4.  Regular Meetings.  Regular meetings of the Board of Directors may be held without such notice at such time and at such place as shall be determined from time to time by the Board of Directors.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board, if there be one, of the President or any two (2) directors.  The person or persons authorized to call special meetings of the Board of Directors may fix the place, time and date for holding any special meetings of the Board of Directors called by them.

Section 6.  Notice of Meeting or Waiver Thereof.  Notice of any special meeting shall be given at least two (2) days prior thereto by written notice delivered personally or mailed to each director at his or her business or home address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  If notice is given by cablegram, such notice shall be deemed to be delivered when the cablegram is dispatched.  Any director may waive notice of such meeting either before, at or after such meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice need not specify the purpose of any meeting.

Section 7.  Quorum.  A majority of the directors shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is secured.

Section 8.  Manner of Acting.  The act of a majority of the directors voting for or against (disregarding any abstentions) at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9.  Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 10.  Compensation.  By resolution of the Board of Directors, the directors may be paid their expenses, if any, for attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors, or a stated salary as directors.  No payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 11.  Presumption of Assent.  A director who is present at a meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken,

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unless he votes against such action or abstains from voting in respect thereto.  A director may abstain from voting on any matter in his or her sole discretion.

Section 12.  Informal Action by Board.  Any action required or permitted to be taken by any provisions of law, by the Articles of Incorporation or these bylaws at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, setting forth the actions so to be taken and filed in the minutes of the proceedings of the Board or of the committee.

Section 13.  Telephonic Meetings.  Members of the Board of Directors or an executive committee shall be deemed present at a meeting of such Board or committee if a conference telephone, or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, is used.

Section 14.  Removal.  Any director may be removed, with or without cause, by the shareholders at any general or special meeting of the shareholders whenever, in the judgment of the shareholders, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed.  This bylaw shall not be subject to change by the Board of Directors.

ARTICLE IV

Officers

Section 1.  Number.  The officers of the corporation shall be a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors.  The Board of Directors may also elect a Chairman of the Board, one or more Vice Presidents, one or more assistant secretaries and assistant treasurers and such other officers as the Board of Directors shall deem appropriate.  Any two (2) or more offices may be held by the same person.

Section 2.  Election and Term of Office.  The officers of the corporation shall be elected annually by the Board of Directors at its first meeting after each annual meeting of shareholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.  Each officer shall hold office until his or her successor shall have been duly elected and qualified or until his or her death or until he resigns or shall have been removed in the manner hereinafter provided.

Section 3.  Removal.  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

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Section 5.  Duties of Officers.  The Chairman of the Board of the corporation, or the President if there shall not be a Chairman of the Board, shall preside over all meetings of the Board of Directors and of the shareholders which he shall attend.  The President shall be the chief executive officer of the corporation.  Subject to the foregoing, the officers of the corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these bylaws, or as may be assigned to them from time to time by the Board of Directors.

Section 6.  Salaries.  The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

Section 7.  Delegation of Duties.  In the absence of or disability of any officer of the corporation or for any other reason deemed sufficient by the Board of Directors, the Board may delegate his or her powers or duties to any other officer or to any other director for the time being.

ARTICLE V

Executive and Other Committees

Section 1.  Creation of Committees.  The Board of Directors may, by resolution passed by a majority of the Board, designate an Executive Committee and one (1) or more other committees, each to consist of one (1) or more of the directors of the corporation.

Section 2.  Executive Committee.  The Executive Committee, if there shall be one, shall consult with and advise the officers of the corporation in the management of its business and shall have and may exercise, to the extent provided in the resolution of the Board of Directors creating such Executive Committee, such powers of the Board of Directors as can be lawfully delegated by the Board.

Section 3.  Other Committees.  Such other committees shall have such functions and may exercise the powers of the Board of Directors, as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees.

Section 4.  Meetings of Committees.  Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive Committee or such other committees may be called by any member thereof upon two (2) days’ notice to each of the other members of such committee; or on such shorter notice as may be agreed in writing by each of the other members of such committee, given either personally or in the manner provided in Section 6 of Article III of these bylaws (pertaining to notice for directors’ meetings).

Section 5.  Vacancies on Committees.  Vacancies on the Executive Committee or on such other committees shall be filled by the Board of Directors then in office at any regular or special meeting.

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Section 6.  Quorum of Committees.  At all meetings of the Executive Committee or such other committees, a majority of the committee members then in office shall constitute a quorum for the transaction of business.

Section 7.  Manner of Acting of Committees.  The acts of a majority of the members of the Executive Committee or such other committees present at any meeting at which there is a quorum shall be the act of such committee.

Section 8.  Minutes of Committees.  The Executive Committee, if there shall be one, and such other committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 9.  Compensation.  Members of the Executive Committee and such other committees may be paid compensation in accordance with the provisions of Section 10 of Article III (pertaining to compensation of directors).

ARTICLE VI

Indemnification and Advancement of Expenses for
Directors, Officers, Employees and Agents

The corporation shall indemnify and advance expenses to any person who was or is a party to any proceeding or threatened proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation; subject in each instance to satisfaction of all applicable requirements under Chapter 607, Florida Statutes.

Additionally, the corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, as it may desire; subject, however, to the restrictions contained in Chapter 607, and in particular Section 607.0850(7), Florida Statutes.

ARTICLE VII

Certificates of Stock

Section 1.  Certificates for Shares.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by the President or a Vice President and the Secretary or an assistant secretary exhibiting the holder’s name and certifying the number of shares owned by him in the corporation.  The certificates shall be numbered and entered in the books of the corporation as they are issued.

Section 2.  Transfer of Shares.  Transfers of shares of the corporation shall be made upon its books by the holder of the shares in person or by his or her lawfully constituted representative upon surrender of the certificate of stock for cancellation.  The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes, and the corporation shall not be bound to recognize any equitable or other claim

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to or interest in such shares on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Florida.

Section 3.  Facsimile Signature.  Where a certificate is manually signed on behalf of a transfer agent or a registrar other than the corporation itself or an employee of the corporation, the signature of any such President, Vice President, Secretary or assistant Secretary may be a facsimile.  In case any officer or officers who have signed or whose facsimile signature or signatures shall cease to be such officer or officers of the corporation, such certificate or certificates may, nevertheless, be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Section 4.  Lost Certificates.  The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificate theretofore issued by the corporation and alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates or his or her legal representative to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE VIII

Record Date

The Board of Directors is authorized from time to time to fix in advance a date, not more than sixty (60) nor less than ten (10) days before the date of any meeting of shareholders, or not more than sixty (60) days prior to the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion of or exchange of stock shall go into effect, or a date in connection with the obtaining of the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment, or to exercise the rights in respect of any such change, conversion or exchange of stock, or to give such consent, as the case may be; and, in such case, such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed at aforesaid.

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ARTICLE IX

Dividends

The Board of Directors may from time to time declare and the corporation may pay dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by the Articles of Incorporation and by law.  Dividends may be paid in cash, in property or in shares of stock, subject to the provisions of the Articles of Incorporation and to law.

ARTICLE X

Fiscal Year

The fiscal year of the corporation shall be the twelve (12) month period selected by the Board of Directors as the taxable year of the corporation for Federal income tax purposes.

ARTICLE XI

Seal

The corporate seal shall bear the name of the corporation, which shall be between two concentric circles, and in the side of the inner circle shall be the calendar year of incorporation; an impression of said seal appearing on the margin thereof.

ARTICLE XII

Stock in Other Corporations

Shares of stock in other corporations held by this corporation shall be voted by such officer or officers of this corporation as the Board of Directors shall from time to time designate for the purpose, or by a proxy thereunto duly authorized by said Board.

ARTICLE XIII

Amendments

These bylaws may be altered, amended, or repealed in whole or in part, and new bylaws may be adopted by the Board of Directors or by the vote of shareholders owning a majority of each class of the stock of the corporation entitled to vote thereon.

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EX-3.37

Exhibit 3.37

CERTIFICATE ACCOMPANYING
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER — PORTER, P.A.

Pursuant to the provisions of Section 621.13(4) of the Professional Service Corporation and Limited Liability Company Act and Sections 607.1003 and 607.1007 of the Florida Business Corporation Act, it is hereby certified that:

FIRST:               The name of the corporation is Sarasota Radiation & Medical Oncology Center — Porter, P.A. (the “Corporation”).

SECOND:          The Amended and Restated Articles of Incorporation that this certificate accompanies contain amendments to the Corporation’s articles of incorporation that required shareholder approval.

THIRD:             The Amended and Restated Articles of Incorporation were duly approved and adopted in accordance with Sections 607.1003 and 607.0821 of the Florida Business Corporation Act on February 7, 2006 by joint action by written consent of the board of directors of the Corporation and the holders of the Corporation’s common shares representing the number of votes sufficient to approve the Amended and Restated Articles of Incorporation of the Corporation and the amendments contained therein.  No other voting group was entitled to vote on the amendments.

FOURTH:         The Amended and Restated Articles of Incorporation amend and restate the Corporation’s Articles of Incorporation in their entirety and shall be the articles of incorporation of the Corporation.

Dated February 10, 2006.

Sarasota Radiation & Medical Oncology
Center — Porter, P.A.,
a Florida corporation
By:	/s/  Alan H. Porter, M.D.
Name:  Alan H. Porter, M.D.
Title:  President

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER — PORTER, P.A.

Pursuant to the provisions of Sections 607.1001, 607.1003 and 607.1007 of the Florida Business Corporation Act (the “Act”) and Section 621.13 of the Professional Service Corporation and Limited Liability Company Act, the undersigned corporation, Sarasota Radiation & Medical Oncology Center — Porter, P.A., approves and adopts the following Amended and Restated Articles of Incorporation:

ARTICLE I.

Name

The name of the corporation (hereinafter referred to as the “Corporation”) is:

Sarasota Radiation & Medical Oncology Center, Inc.

ARTICLE II.

Principal Offices and Mailing Address

The principal office and mailing address of the Corporation is 3663 Bee Ridge Road, Sarasota, Florida, 34233.

ARTICLE III.

Shares

The Corporation shall have authority to issue 7,000 common shares of capital stock with a par value of $1.00 per Share.

ARTICLE IV.

Registered Office & Agent

The street address of the registered office of the Corporation is 1201 Hays Street, Tallahassee, Florida 32301-2525, and the name of its registered agent is Corporation Service Company.

ARTICLE V.

Both of Directors

The number of directors of the Corporation shall be such number as from time to time fixed by, or in the manner prescribed by, the bylaws of the Corporation.

ARTICLE VI.

Incorporators

The name of incorporator of this incorporation is Alan H. Porter, M.D. and the street address of the incorporator is 3663 Bee Ridge Road, Sarasota, Florida, 34233.

ARTICLE VII.

Indemnification

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages to the Corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the Florida Business Corporation Act.

The Corporation shall indemnify to the full extent permitted by law any person who is made, or is threatened to be made, a party to any action suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he or she is or was a director or officer of the Corporation or serves or served any other enterprises at the request of the Corporation.  If the Florida Business Corporation Act is amended after the filing of these Amended and Restated Articles of Incorporation of which this Article VII is a part to authorized corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Florida Business Corporation Act as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal modification.

The Corporation has caused these Amended and Restated Articles of  Incorporation to be executed on this 7th day of February 2006.

Sarasota Radiation & Medical Oncology
Center — Porter, P.A.,
a Florida corporation
By:	/s/  Alan H. Porter, M.D.
Name:  Alan H. Porter, M.D.
Title:  President

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ACCEPTANCE BY REGISTERED AGENT

Having been named as registered agent and to accept service of process for Sarasota Radiation & Medical Oncology Center, Inc., at the place designated as the registered office, I hereby accept the appointment as registered agent and agree to act in this capacity.  I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the duties and obligations of my position as registered agent.

Dated this 10th day of February, 2006.

CORPORATION SERVICE COMPANY
By:	/s/ Jeanine Reynolds
Name:	Jeanine Reynolds
Title:	as its agent

EX-3.38

Exhibit 3.38

As Adopted February 13, 2006

AMENDED AND RESTATED BYLAWS

OF

SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC.

ARTICLE I

Offices

The principal office shall be in the State of Florida or at such other location, within or outside of Florida as the Board of Directors may elect.

The corporation may also have offices at such other places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Shareholders

Section 1.  Annual Meeting.  The annual meeting of the shareholders shall be held within the three (3) month period beginning with the first day of the last month of the fiscal year of the corporation for the purpose of electing directors and for the transaction of such other business as may come before the meeting, the actual day thereof to be set forth in the Notice of Meeting or in the Call and Waiver of Notice of Meeting.  If the election of directors shall not be held at any such annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2.  Special Meetings.  Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by law or by the Articles of Incorporation, may be called by the President or by the Board of Directors, and shall be called by President or Secretary at the request in writing of a majority of the Board of Directors then in office, or at the request in writing of shareholders owning not less than one-tenth (1/10th) of the entire capital stock of the corporation issued and outstanding and entitled to vote thereat.  Such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice thereof.

Section 3.  Place of Meeting.  The Board of Directors may designate any place either within or without the State of Florida, unless otherwise prescribed by law or by the Articles of Incorporation, as the place of meeting for any annual meeting or for any special meeting of the shareholders.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place either within or without the State of Florida, unless otherwise prescribed by law or by the Articles of Incorporation, as the place for the holding of such meeting.  If no

designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Florida.

Section 4.  Notice of Meeting.  Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either by hand delivery, express or other delivery service, telecopier, telegram, telex, mailgram, cablegram or other delivery method or by first-class mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her business or home address or the shareholder’s address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5.  Waiver of Notice of Meeting.  Whenever any notice to a shareholder is required pursuant to the provisions of Section 4 hereinabove, each shareholder may waive such notice in writing at any time before or after the time for the delivery of such notice, and such written waiver of notice shall be equivalent to the giving of such notice.  Attendance at any meeting by any shareholder to whom notice of such meeting must be given pursuant to the provisions of Section 4 hereinabove shall constitute a waiver of notice of such meeting by such shareholder, except when the shareholder attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting is not lawfully called or convened.

Section 6.  Voting Lists.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof arranged in alphabetical order, with the address and the number and class and series of shares held by each; which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder during the whole time of the meeting.  The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of the shareholders.

Section 7.  Quorum.  A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, unless otherwise provided in the Articles of Incorporation, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8.  Voting of Shares.  Each shareholder entitled to vote shall at every meeting of the shareholders be entitled to one (1) vote in person or by proxy, signed by him, for each share

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of the corporation’s common stock held by him.  Such right to vote shall be subject to the right of the Board of Directors to close the transfer books or to fix a record date for voting shareholders pursuant to the provisions of Article VIII hereinafter.

Section 9.  Proxies.  At all meetings of shareholders, a shareholder may vote by proxy, executed in writing by the shareholder or by his or her duly authorized attorney-in-fact; but no proxy shall be valid after eleven (11) months from its date, unless the proxy provides for a longer period.  Such proxies shall be filed with the Secretary of the corporation before or at the time of the meeting.

Section 10.  Informal Action by Shareholders.

(a)           Any action which may be taken or is required by law to be taken at any annual or special meeting of the shareholders may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding common stock of the corporation.  If any class of stock is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the stock of each class of stock entitled to vote as a class thereon and of the total stock entitled to vote thereon.

(b)           Unless all of the holders of the outstanding stock of the corporation have signed a written consent to an action in accordance with the provisions of paragraph (a) herein above, then within ten (10) days after obtaining such written consent notice must be given to those shareholders who have not so consented in writing.  The notice shall fairly summarize the material features of the authorized action, and, if the action be a merger, consolidation, or sale or exchange of assets for which dissenters’ rights are provided by Florida law, the notice shall contain a clear statement of the right of Shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with Florida law regarding the rights of dissenting shareholders.

ARTICLE III

Board of Directors

Section 1.  General Powers.  The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2.  Number, Tenure and Qualifications.  The number of directors of the corporation shall be not less than one (1) nor more than fifteen (15); the number of the same to be fixed by the shareholders at any annual or special meeting.  Each director shall hold office until the next annual meeting of shareholders or until his or her successor has been elected, unless sooner removed by the shareholders at any general or special meeting.  None of the directors need be residents of the State of Florida.

Section 3.  Annual Meeting.  After each annual, meeting of shareholders, the Board of Directors shall hold its annual meeting at the same place as and immediately following such annual meeting of shareholders for the purpose of the election of officers and the transaction of

3

such other business as may come before the meeting; and if a majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors.  The place and time of such meeting may also be fixed by written consent of the directors.

Section 4.  Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board, if there be one, or the President or any two (2) directors.  The person or persons authorized to call special meetings of the Board of Directors may fix the place, time and date for holding any special meetings of the Board of Directors called by them.

Section 6.  Notice of Meeting or Waiver Thereof.  Notice of any special meeting shall be given at least two (2) days prior thereto by written notice delivered personally or mailed to each director at his or her business or home address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  If notice is given by cablegram, such notice shall be deemed to be delivered when the cablegram is dispatched.  Any director may waive notice of such meeting either before, at or after such meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting or the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice need not specify the purpose of any meeting.

Section 7.  Quorum.  A majority of the directors shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is secured.

Section 8.  Manner of Acting.  The act of a majority of the directors voting for or against (disregarding any abstentions) at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9.  Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 10.  Compensation.  By resolution of the Board of Directors, the directors may be paid their expenses, if any for attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors, or a stated salary as directors.  No payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 11.  Presumption of Assent.  A director who is present at a meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken,

4

unless he votes against such action or abstains from voting in respect thereto.  A director may abstain from voting on any matter in his or her sole discretion.

Section 12.  Informal Action by Board.  Any action required or permitted to be taken by any provisions of law, by the Articles of Incorporation or these bylaws at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, setting forth the actions so to be taken and filed in the minutes of the proceedings of the Board or of the committee.

Section 13.  Telephonic Meetings.  Members of the Board of Directors or an executive committee shall be deemed present at a meeting of such Board or committee if a conference telephone, or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, is used.

Section 14.  Removal.  Any director may be removed, with or without cause, by the shareholders at any general or special meeting or the shareholders whenever, in the judgment of the shareholders, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed.  This bylaw shall not be subject to change by the Board of Directors.

ARTICLE IV

Offices

Section 1.  Number.  The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.  The Board of Directors may also elect a Chairmen of the Board, one or more Vice Presidents, one or more assistant secretaries and assistant treasurers and such other officers as the Board of Directors deem appropriate.  Any two (2) or more offices maybe held by the same person.

Section 2.  Election and Term of Office.  The officers of the corporation shall be elected annually by the Board of Directors at its first meeting after each annual meeting of shareholders.  If the-election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.  Each officer shall hold office until his or her successor shall have been duly elected and qualified or until his or her death or until he resigns or shall have been removed in the manner hereinafter provided.

Section 3.  Removal.  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

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Section 5.  Duties of Officers.  The Chairman of the Board of the corporation, or the President if there shall not be a Chairman of the Board, shall preside over all meetings of the Board of Directors and of the Shareholders which he shall attend.  The President shall be the chief executive officer of the corporation.  Subject to the foregoing, the officers of the corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these bylaws, or as may be assigned to them from time to time by the Board of Directors.

Section 6.  Salaries.  The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

Section 7.  Delegation of Duties.  In the absence of or disability of any officer of the corporation or for any other reason deem sufficient by the Board of Directors, the Board may delegate his or her powers or duties to any other officer or to any other director for the time being.

ARTICLE V

Executive and Other Committees

Section 1.  Creation of Committees.  The Board of Directors may, by resolution passed by a majority of the Board, designate an Executive Committee and one (1) or more other committees, each to consist of one (1) or more of the directors of the corporation.

Section 2.  Executive Committee.  The Executive Committee, if there shall be one, shall consult with and advise the officers of the corporation in the management of its business and shall have and may exercise, to the extent provided in the resolution of the Board of Directors creating such Executive Committee, such powers of the Board of Directors as can be lawfully delegated by the Board.

Section 3.  Other Committees.  Such other committees shall have such functions and may exercise the powers of the Board of Directors, as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees.

Section 4.  Meetings of Committees.  Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive Committee or such other committees may be called by any member thereof upon two (2) days’ notice to each of the other members of such committee; or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in Section 6 of Article III of these bylaws (pertaining to notice for directors’ meetings).

Section 5.  Vacancies on Committees.  Vacancies on the Executive Committee or on such other committees shall be filled by the Board of Directors then in office at any regular or special meeting.

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Section 6.  Quorum of Committees.  At all meetings of the Executive Committee or such other committees, a majority of the committee members then in office shall constitute a quorum for the transaction of business.

Section 7.  Manner of Acting of Committees.  The acts of a majority of the members of the Executive Committee or such other committees present at any meeting at which there is a quorum shall be the act of such committee.

Section 8.  Minutes of Committees.  The Executive Committee, if there shall be one, and such other committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 9.  Compensation.  Members of the Executive Committee and such other committees may be paid compensation in accordance with the provisions of Section 10 of Article III (pertaining to compensation of directors).

ARTICLE VI

Indemnification and Advancement of Expenses for
Directors, Officers, Employees and Agents

The corporation shall indemnify and advance expenses to any person who was or is a party to any proceeding or threatened proceeding by reason that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation; subject in each instance to satisfaction of all applicable requirements under Chapter 607, Florida Statutes.

Additionally, the corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, as it may desire; subject, however, to the restrictions contained in Chapter 607, and in particular Section 607.0850(7), Florida Statutes.

ARTICLE VII

Certificates of Stock

Section 1.  Certificates for Shares.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by the President or a Vice President and the Secretary or an assistant secretary exhibiting the holder’s, name and certifying the number of shares owned by him in the corporation.  The certificates shall be numbered and entered in the books of the corporation as they are issued.

Section 2.  Transfer of Shares.  Transfers of shares of the corporation shall be made upon its books by the holder of the shares in person or by his or her lawfully constituted representative upon surrender of the certificate of stock for cancellation.  The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes; and the corporations shall not be bound to recognize any equitable or other

7

claim to or interest in such shares on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Florida.

Section 3.  Facsimile Signature.  Where a certificate is manually signed on behalf of a transfer agent or registrar other than the corporation itself or an employee of the corporation, the signature of any such President, Vice President, Secretary or assistant secretary may be a facsimile.  In case any officer or officers who have signed or whose facsimile signature or signatures shall cease to be such officer or officers of the corporation, such certificate or certificates may, nevertheless, be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Section 4.  Lost Certificates.  The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore issued by the corporation and alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of the new certificate or certificates. The Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates or his or her legal representative to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE VIII

Record Date

The Board of Directors is authorized from time to time to fix in advance a date, not more than sixty (60) nor less than ten (10) days before the date of any meeting of shareholders, or not more than sixty (60) days prior to the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion of or exchange of stock shall go into effect, or a date in connection with the obtaining of the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment, or to exercise the rights in respect of any such change, conversion or exchange of stock, or to give such consent, as the case may be; and, in such case; such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights; or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

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ARTICLE IX

Dividends

The Board of Directors may from time to time declare and the corporation may pay dividends on its outstanding shares of capital stock in the manner and upon the team and conditions provided by the Articles of Incorporation and by law.  Dividends may be paid in cash, in property or in share of stock subject to the provisions of the Articles of Incorporation and to law.

ARTICLE X

Fiscal Year

The fiscal year of the corporation shall be the twelve (12) month period selected by the Board of Directors as the taxable year of the corporation for Federal income tax purposes.

ARTICLE XI

Seal

The corporate seal shall bear the name of the corporation, which shall be between two concentric circles, and in the inside of the inner circle shall be the calendar year of Incorporation; an impression of said seal appearing on the margin hereof.

ARTICLE XII

Stock in Other Corporations

Shares of stock in other corporations held by this corporation shall be voted by such officer or officers of this corporation as the Board of Directors shall, from time to time designate for the purpose, or by a proxy thereunto duly authorized by said Board.

ARTICLE XIII

Amendments

These bylaws may be altered, amended, or repealed in whole or in part, and new bylaws may be adopted by the Board of Directors or by the vote of shareholders owning a majority of each class of the stock of the corporation entitled to vote thereon.

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EX-3.39

Exhibit 3.39

ARTICLES OF ORGANIZATION

OF

JAXPET, LLC

A LIMITED LIABILITY COMPANY
*  *  *

ARTICLE I

NAME

The name of this limited liability company (the “Company”) is JAXPET, LLC.

ARTICLE II

DURATION

The Company’s duration shall be perpetual unless sooner dissolved.

ARTICLE III

PRINCIPAL OFFICE

The mailing address and street address of the principal office of the Company is 3599 University Blvd. South, Jacksonville, FL 32216.

ARTICLE IV

REGISTERED OFFICE AND AGENT

The initial registered office of the Company is One Independent Drive, Suite 2000, Jacksonville, FL 32202 and its initial registered agent is Gresham R. Stoneburner.

ARTICLE V

PURPOSE AND POWERS

The Company is organized with a general business purpose, has all powers provided by law and may use those powers to any lawful purpose.

Prepared by Gresham R. Stoneburner, Esquire
Stoneburner, Berry & Glocker P.A.
One Independent Drive, Suite 2000
Jacksonville, Florida 82202
Florida Bar NO. 0303546

ARTICLE VI

MANAGEMENT

The Company shall be managed by a manager.  The initial manager shall be

Name	Address
OnCure Technologies	Jeffrey A. Goffman, President 620 Newport Center Dr., Ste 1109 Newport Beach, CA 92660

The initial manager shall serve until the first  meeting of the Company’s members or, if later, until his Successor is elected and qualifies.

ARTICLE VII

ADMISSION OF NEW MEMBERS

The Company may admit new members as provide in the Company’s Operating Agreement.

ARTICLE VIII

CONTINUATION OF BUSINESS

The remaining members of the Company may continue its business upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of a member or the occurrence of any other event, which terminates the continued membership of the member in the Company as provided in the Operating Agreement of the Company.

ARTICLE IX

RELATIONSHIP OR ARTICLES OR ORGANIZATION

TO OPERATING AGREEMENT

If a provisions of these Articles of Organization differs from a provision of the Company’s Operating Agreement, then, to the extent allowed by law, the Operating Agreement will govern.

IN WITNESS WHEREOF, the undersigned has duly executed these Articles of Organization as of this 11 day of July 2002.

/s/ Jeffrey A. Goffman

Jeffrey A. Goffman

CERTIFICATE DESIGNATING
REGISTERED OFFICE AND REGISTERED AGENT FOR THE
PURPOSE OF SERVICE OF PROCESS WITHIN FLORIDA

In compliance with Sections 608.415 and 608.507, Florida Statutes, the following is submitted.

JAXPET, LLC, desiring to organize or qualify under the laws of the State of Florida, hereby designates Gresham R. Stoneburner as its registered agent to accept service of process within the State of Florida and the address of its registered office shall be One Independent Drive, Suite 2000, Jacksonville, FL 32202

Dated this 11 day of July 2002.

/s/ Jeffrey A. Goffman

Jeffrey A. Goffman, President and CEO of

OnCure Technologies

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity.  I further agree to comply with the provisions of all statures relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

Dated this 11th day of July 2002.

/s/ Gresham F. Stoneburner

Gresham F. Stoneburner

EX-3.40

Exhibit 3.40

OPERATING AGREEMENT

OF

JAXPET, LLC

A FLORIDA Limited Liability Company
Organized Under Chapter 608, Florida Statutes

Dated as of March 6, 2000

OPERATING AGREEMENT

OF

JAXPET, LLC

A Florida Limited Liability Company

TABLE OF CONTENTS

ARTICLE I		DEFINITIONS	1
1.01	Definitions		1
1.02	Construction		3
ARTICLE II		ORGANIZATION	4
2.01	Formation		4
2.02	Name		4
2.03	Registered Office; Registered Agent; Principal Office		4
2.04	Purposes		4
2.05	Foreign Qualification		4
2.06	Term		5
2.07	Mergers and Exchanges		5
2.08	No State-Law Partnership		5
ARTICLE III		MEMBERSHIP; DISPOSITION OF INTERESTS	5
3.01	Initial Members		5
3.02	Representations and Warranties		5
3.03	Restrictions on the Disposition of an Interest		6
3.04	Additional Members		8
3.05	Dispositions of Interests in a Member		8
3.06	Information		8
3.07	Liability to Third Parties		9
3.08	Lack of Authority		9
ARTICLE IV		CAPITAL CONTRIBUTIONS	9
4.01	Initial Contributions		9
4.02	Subsequent Contributions		9
4.03	Failure to Contribute		9
4.04	Return of Contributions		11
4.05	Advances by Members		11
4.06	Capital Accounts		11
ARTICLE V		ALLOCATIONS AND DISTRIBUTIONS	12

5.01	Allocations		12
5.02	Distributions		12
ARTICLE VI		MANAGER	13
6.01	Management by Manager		13
6.02	Actions by Manager; Committees and Budget		15
6.03	Term of Office		15
6.04	Vacancies; Removal; Resignation		15
6.05	Chairman; Meetings; Action by Written Consent or Telephone Conference		15
6.06	Approval or Ratification of Acts or Contracts by Members		17
6.07	Compensation		17
6.08	Conflicts of Interest		17
ARTICLE VII		MEETINGS OF MEMBERS	18
7.01	Meetings		18
7.02	Voting List		19
7.03	Proxies		19
7.04	Conduct of Meetings		20
7.05	Action by Written Consent or Telephone Conference		20
ARTICLE VIII		INDEMNIFICATION	21
8.01	Right to Indemnification		21
8.02	Advance Payment		21
8.03	Indemnification of Officers, Employees and Agents		22
8.04	Appearance as a Witness		22
8.05	Nonexclusivity of Rights		22
8.06	Insurance		22
8.07	Member Notification		22
8.08	Savings Clause		23
ARTICLE IX		TAXES	23
9.01	Tax Returns		23
9.02	Tax Elections		23
9.03	“Tax Matters Member”		24
ARTICLE X		BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS	24
10.01	Maintenance of Books		24
10.02	Access to Required Records		24
10.03	Reports		24
10.04	Accounts		25
ARTICLE XI		BANKRUPTCY OF A MEMBER	25

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11.01	Bankrupt Members		25
ARTICLE XII		DISSOLUTION, LIQUIDATION, AND TERMINATION	26
12.01	Dissolution		26
12.02	Liquidation and Termination		26
12.03	Deficit Capital Accounts		27
12.04	Articles of Dissolution		27
ARTICLE XIII		GENERAL PROVISIONS	28
13.01	Restrictive Covenants		28
13.02	Offset		29
13.03	Use of Name; Publicity		29
13.04	Notices		29
13.05	Entire Agreement; Supescedure		30
13.06	Effect of Waiver or Consent		30
13.07	Amendment or Modification		30
13.08	Binding Effect		30
13.09	Governing Law; Severability		31
13.10	Further Assurances		31
13.11	Waiver of Certain Rights		31
13.12	Indemnification		31
13.13	Notice to Members of Provisions of this Agreement		31
13.14	Counterparts		31
EXHIBIT A			1
EXHIBIT B			1

3

OPERATING AGREEMENT
OF
JAXPET, LLC
A Florida Limited Liability Company

This Operating Agreement of JAXPET, LLC (the “Agreement”), dated as of March 6, 2000, is (a) adopted unanimously by the Manager (as defined below) and (b) executed and agreed to, for good and valuable consideration, by the undersigned, who are all of the Members (as defined below) of the Company (as defined below).

ARTICLE I
DEFINITIONS

1.01Definitions.  As used in this Agreement, the following terms have the following meanings:

“Affiliate” means, with respect to a specified Person, any Person that directly or indirectly Controls (as defined below), is controlled by, or is under common control with, the specified Person.

“Agreement” means this Operating Agreement as amended from time to time in accordance with the terms hereof.

“Act” means the Florida Limited Liability Company Act, Chapter 608, Florida Statutes.

“Articles” has the meaning given that term in Section 2.01.

“Bankrupt Member” means (except to the extent a Required Interest consents otherwise) any Member (a) that (i) makes an assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for the Member a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member’s or of all or any substantial part of the Member’s properties; or (b) against which, a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law has been commenced and 120 days have expired without dismissal thereof or with respect to which, without the Member’s consent or acquiescence, a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s properties has been appointed and 90 days have expired without the appointment’s having been vacated or stayed, or 90 days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of Florida are closed.

“Capital Account” means, with respect to any Member, the account maintained for such Member in accordance with the provisions of Section 4.06 hereof.

“Capital Contribution” means any contribution by a Member to the capital of the Company.

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

“Commitment” or Maximum Commitment” means, subject in each case to adjustments on account of Dispositions of Membership Interests permitted by this Agreement, (a) in the case of a Member executing this Agreement as of the date of this Agreement or a Person acquiring that Membership Interest, the amount specified for that Member as its Maximum Commitment on Exhibit A, and (b) in the case of a Membership Interest issued pursuant to Section 3.04, the Commitment established pursuant thereto.

“Company” means JAXPET, LLC, a Florida limited liability company.

“Control” means (i) the possession, direct or indirect, of the power to cause the direction of managerial decisions whether through the ownership of voting securities, by contract or otherwise, or (ii) ownership of 20% or more of the equity interests by a Member or another Person controlling, controlled by, or under common control with such Member.

“Default Interest Rate” means a rate per annum equal to the lesser of (a) 9% plus a varying rate per annum that is equal to the interest rate publicly quoted by NationsBank, N.A. from time to time as its prime commercial or similar reference interest rate, with adjustments in that varying rate to be made on the same date as any change in that rate, and (b) the maximum rate permitted by applicable law.

“Delinquent Member” has the meaning given that term in Section 4.03(a).

“Designated Services” means PET Imaging services of the Company.

“Dispose,” “Disposing” or “Disposition” means a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance (including, without limitation, by operation of law), or the acts thereof.

“FBCA” means the Florida Business Corporation Act, Chapter 607, Florida Statutes.

“General interest Rate” means a rate per annum equal to the lessor of (a) a varying rate per annum that is equal to the interest rate publicly quoted by NationsBank, N.A. from time to time as its prime commercial or similar reference interest rate, with adjustment in that varying rate to be made on the same date as any change in that rate, and (b) the maximum rate permitted by applicable law.

“Lending Member” has the meaning given that term in Section 4.03(a)(ii).

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“Manager” means any Person named in the Articles as an initial manager of the Company and any Person hereafter elected as a manager of the Company as provided in this Agreement, but does not include any Person who has ceased to be a manager of the Company.  The Members agree that, as of the date hereof, the Manager of the Company is USCC Florida Acquisition Corp.

“Member” means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person .who has ceased to be a member of the Company.

“Membership Interest” means the interest of a Member in the Company, including, without limitation, rights to distribution (liquidating or otherwise), allocations, information, and to consent or approve.

“Permitted Transferee” has the meaning given that term in Section 3.03(b).

“Person” means any individual, general partnership, limited partnership, corporation, joint venture, trust, business trust, limited liability company, cooperative, association, or other legal entity or organization, and the successors and assigns of any of the foregoing where the context so admits; and, unless the context otherwise requires, the singular shall include the plural, and the masculine gender shall include the feminine and the neuter and vice versa.

“Proceeding” has the meaning given that term in Section 8.01.

“Regulations” has the meaning given that term in the introductory paragraph.

“Required Interest” means one or more Members having among them more than 60% of the Sharing Ratios of all Members.

“Sharing Ratio” with respect to any Member means a fraction (expressed as a percentage), the numerator of which is that Member’s Commitment and the denominator of which is the sum of the Commitments of all Members.

“USCC FLORIDA ACQUISITION CORP” means USCC FLORIDA ACQUISITION CORP, a Delaware corporation with its principal office in Jacksonville, Florida.

Other terms defined herein have the meanings specified in the section of this Agreement where it first appears, and in the absence thereof, shall have the meaning provided in the Act.

1.02Construction.  Whenever the context requires, the gender of all words used in these Regulations includes the masculine, feminine, and neuter.  All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to Exhibits attached hereto, each of which is made a part thereof for all purposes.

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ARTICLE II
ORGANIZATION

2.01Formation.  The Company has been organized as a Florida limited liability company by the filing of Articles of Organization (the “Articles”) under and pursuant to the Act and the issuance of a certificate of organization for the Company by the State of Florida.

2.02Name.  The name of the Company shall be “JAXPET, LLC” and all Company business must be conducted in that name or such other names that comply with applicable law as the Manager may select from time to time.

2.03Registered Office; Registered Agent; Principal Office.  The registered office of the Company required by the Act to be maintained in the State of Florida shall be the office of the initial registered agent named in the Articles or such other office (which need not be a place of business of the Company) as the Manager may designate from time to time in the manner provided by law.  The registered agent of the Company in the State of Florida shall be the initial registered agent named in the Articles or such other Person or Persons as the Manager may designate from time to time in the manner provided by law.  As of the date of this Agreement, the principal office of the Company is 3599 University Blvd. South, Jacksonville, FL 32216  The Company shall maintain records there as required by the Act and shall keep the street address of such principal office at the registered office of the Company in the State of Florida.  The Company may have such other offices as the Managers may designate from time to time.

2.04Purposes.  The purposes of the Company are:

(a)To acquire, install, and operate a mobile Positron Emission Tomography (“PET”) imaging facility (the “Mobile Unit”) at selected sites (the “Sites”) in accordance with all applicable ethical principles of practice through its employees and agents who are duly licensed or otherwise legally authorized to operate the Mobile Unit;

(b)To own, lease, or otherwise control any kind or type of personal property necessary or appropriate for the Mobile Unit at the Sites;

(c)To exercise and enjoy all of the powers, rights, and privileges granted to, or conferred upon, limited liability companies of a similar character by the State of Florida; provided, however, that such powers, rights and privileges shall relate only to the business to be carried on at the Sites; and

(d)To promote the delivery of quality health care and medical education in furtherance of the charitable and educational missions of any and all institutions with which JAXPET, LLC has entered into agreements or contracts.

2.05Foreign Qualification.  Prior to the Company’s conducting business in any jurisdiction other than Florida , the Managers shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Managers, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.  At the request of the Manager, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that

4

are necessary or appropriate to qualify, continue, and terminate the Company as a foreign limited liability company in all jurisdictions in which the Company may conduct business.

2.06Term.  The Company commenced on the date the Secretary of the State of Florida issued a certificate of organization for the Company and shall continue in existence for the period fixed in the Articles for the duration of the Company, or such earlier time as this Agreement may specify.

2.07Mergers and Exchanges.  The Company may be a party to (a) a merger or (b) an exchange or acquisition of the type described in Section 607.1108 of the FBCA subject to the requirements of Section 6.01(b)(ii).

2.08No State-Law Partnership.  The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Manager be a partner or joint venturee of any other Member of Manager, for any purposes other than federal and state tax purposes, and this Agreement may not be construed to suggest otherwise.

ARTICLE III
MEMBERSHIP; DISPOSITION OF INTERESTS

3.01Initial Members.  The initial members of the Company are the Persons executing this Agreement as of the date of this Agreement as Members, each of which is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Agreement.

3.02Representations and Warranties.  Each Member hereby represents and warrants to the Company and each other Member as follows:

(a)in the case of a Member that is an entity: (i) that member is duly incorporated, organized or formed (as applicable), validly existing, and (if applicable) in good standing under the Law of the jurisdiction of its incorporation, organization or formation; (ii) if required by applicable Law, that Member is duly qualified and in good standing in the jurisdiction of its principal place of business, if different from its jurisdiction of incorporation, organization or formation; and (iii) that Member has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and all necessary actions by the board of directors, shareholders, Manager, members, partners, trustees, beneficiaries, or other applicable Persons necessary for the due authorization, execution, delivery, and performance of this Agreement by that Member have been duly taken;

(b)that member has duly executed and delivered this Agreement, and they constitute the legal, valid and binding obligation of that Member enforceable against it in accordance with their terms (except as may be limited by bankruptcy, insolvency or similar laws or general application and by the effect of general principles of equity, regardless of whether considered at law or equity);

(c)that Member’s authorization, execution, delivery, and performance of this Agreement do not and will not (i) conflict with, or result in a breach, default or violation of, (A) 

5

the organizational documents of such Member (if it is an entity), (B) any contract or agreement to which that Member is a party or is otherwise subject, or (C) any Law, order, judgment, decree, writ, injunction or arbitrary award to which that Member is subjected; or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any governmental authority or other Person, unless such requirement has already been satisfied;

(d)that Member is familiar with the existing or proposed business, financial condition, properties, operations, and prospects of the Company; it has asked such questions, and conducted such due diligence, concerning such matters and concerning its acquisition of Membership Interests as it has desired to ask and conduct, and all such questions have been answered to its full satisfaction; it has sufficient knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company; it understands that owning Membership Interests involves various risks, including the restrictions on the Disposition of an Interest set forth in Section 3.03, the lack of any public market for Membership Interests, the risk of owning its Membership Interests for an indefinite period of time and the risk of losing its entire investment in the Company; it is able to bear the economic risk of such investment; it is acquiring its Membership Interests for investment, solely for its own beneficial account and not with a view to or any present intention of directly or indirectly selling, transferring, offering to sell or transfer, participating in any distribution or otherwise Disposing of all or a portion of its Membership Interests; and it acknowledges that the Membership Interests have not been registered under the Securities Act or any other applicable federal or state laws, and that the Company has no intention, and shall not have any obligation, to register or to obtain an exemption from registration for the Membership Interests or to take action so as to permit sales pursuant to the Securities Act (including Rules 144 and 144A thereunder).

3.03Restrictions on the Disposition of an Interest.  This Section 3.03 shall not apply if there exists a binding Members’ Agreement providing for restrictions on the disposition of Membership Interests.  To the extent the provisions of a Members’ Agreement conflict with those herein, the provisions of the Members’ Agreement shall control.

(a)Except as specifically provided in this Section 3.03, a Disposition of an interest in the Company may not be effected without the prior written consent of the Company and all of the other Members.  Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Company other than in accordance with this Section 3.03 shall be, and is hereby declared, null and void ab initio.

(b)Notwithstanding the provisions of Section 3.03(a), the interest of any Member in the Company may be transferred without consent of the Manager or any of the Members if (i) the transfer occurs by reason of or incident to the dissolution, liquidation, merger or termination of the transferor Member, and (ii) the transferee is a Permitted Transferee.  A “Permitted Transferee” is a trust, corporation, limited liability company, or partnership which: (i) in the case of USCC FLORIDA ACQUISITION, is an affiliate, wholly owned subsidiary, or parent of USCC FLORIDA ACQUISITION , successor to USCC FLORIDA ACQUISITION’S interest by operation of law or as the result of the merger of USCC FLORIDA ACQUISITION, or to any entity which shall acquire a business segment of USCC FLORIDA ACQUISITION that is

6

involved in the purposes set forth in this Operating Agreement, or to any entity that Controls, is Controlled by or is under common Control with USCC FLORIDA ACQUISITION.

(c)Subject to the provisions of Section 3.03(d), (e), and (f), (i) a Person to whom an interest in the Company is transferred has the right to be admitted to the Company as a Member with the Sharing Ratio and the Commitment so transferred to such Person, if (A) the Member making such transfer grants the transferee the right to be so admitted, and (B) such transfer is consented to in accordance with Section 3.03(a); (ii) a Permitted Transferee under the circumstances described in Section 3.03(b) has the right to be admitted to the Company as a Member with the Sharing Ratio and the Commitment so transferred to the Permitted Transferee; and (iii) the Company or (with the permission of the Company, which may be withheld in its sole discretion) a Lending Member may grant the purchaser of a Delinquent Member’s interest in the Company at a foreclosure of the security interest therein granted pursuant to Section 4.03(b) the right to be admitted to the Company as a Member with such Sharing Ratio and such Commitment (no greater than the Sharing Ratio and the Commitment of the Member effecting such Disposition prior thereto) as they may agree.

(d)The Company may not recognize for any purpose any purported Disposition of all or part of a Membership Interest unless and until the other applicable provisions of this Section 3.03 have been satisfied and the Manager has received, on behalf of the Company, a document (i) executed by both the Member effecting the Disposition (or if the transfer is on account of the death, incapacity, or liquidation of the transferor, its representative) and the Person to which the Membership Interest or part thereof is Disposed, (ii) including the notice address of any Person to be admitted to the Company as a Member and its agreement to be bound by this Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Sharing Ratios and the Commitments after the Disposition of the Member effecting the Disposition and the Person to which the Membership Interest or part thereof is Disposed (which together must total the Sharing Ratio and the Commitment of the Member effecting the Disposition before the Disposition), and (iv) containing a representation and warranty that the Disposition was made in accordance with all applicable laws and regulations (including securities laws) and, if the Person to which the Membership Interest or part thereof is Disposed is to be admitted to the Company, its representation and warranty that the representations and warranties in Section 3.02 are true and correct with respect to that Person.  Each Disposition and, if applicable, admission complying with the provisions of this Section 3.03(d) is effective as of the first day of the calendar month immediately succeeding the month in which the Managers receive the notification of Disposition and the other requirements of this Section 3.03 have been met.

(e)For the right of a Member to Dispose of a Membership Interest or any part thereof or of any Person to be admitted to the Company in connection therewith to exist or be exercised, (i) either (A) the Membership Interest or part thereof subject to the Disposition or admission must be registered under the Securities Act of 1933, as amended, and any applicable state securities laws or (B) the Company must receive a favorable opinion of the Company’s legal counsel or of other legal counsel acceptable to the Manager to the effect that the Disposition or admission is exempt from registration under those laws and (ii) the Company must have received a favorable opinion of the Company’s legal counsel or of other legal counsel acceptable to the Manager to the effect that the Disposition or admission, when added to the total of all other sales, assignments, or other Dispositions within the preceding 12 months, would not result in the

7

Company’s being considered to have terminated within the meaning of the Code.  The Manager, however, may waive the requirements of this Section 3.03(e).

(f)The Member effecting a Disposition and any Person admitted to the Company in connection therewith shall pay, or reimburse the Company, all costs incurred by the Company in connection with the Disposition or admission (including, without limitation, the legal fees incurred in connection with the legal opinions referred to in Section 3.03(e)) on or before the tenth day after the receipt by that Person of the Company’s invoice for the amount due.  If payment is not made by the date due, the Person owing that amount shall pay interest on the unpaid amount from the date due until paid at a rate per annum equal to the Default Interest Rate.

3.04Additional Members.  Additional Persons may be admitted to the Company as Members and Membership Interests may be created and issued to those Persons and to existing Members upon the vote of Members holding a Required Interest, on such terms and conditions as they determine at the time of admission.  The terms of admission or issuance must specify the Sharing Ratios and the Commitments applicable thereto and may provide for the creation of different classes or groups of Members and having different rights, powers, and duties.  The Manager shall reflect the creation of any new class or group in an amendment to this Agreement indicating the different rights, powers, and duties, and such an amendment need be executed only by the Manager.  Any such admission also must comply with the provisions of Section 3.03(d)(i) and (ii) and is effective only after the new Member has executed and delivered to the Manager a document including the new Member’s notice address, its agreement to be bound by this Agreement, and its representation and warranty that the representation and warranties in Section 3.02 are true and correct with respect to the new Member.  The provisions of this Section 3.04 shall not apply to Dispositions of Membership Interests.

3.05Dispositions of Interests in a Member.  A Member that is not a natural person may not cause or permit an interest, direct or indirect, in itself to be Disposed of such that, after the Disposition, (a) the Company would be considered to have terminated within the meaning of section 708 of the Code or (b) without the consent of the Manager and a Required Interest, that Member shall cease to be controlled by substantially the same individuals who control it as of the date of its admission to the Company.  On any breach of the provisions of clause (b) of the immediately preceding sentence, the Company (in addition to any other legal remedies) shall have the option to buy, and on exercise of that option the breaching Member shall sell, the breaching Member’s Membership Interest, all in accordance with Article 11.01 as if the breaching Member were a Bankrupt Member reducing the exercise price by 10% as a result of such breach.

3.06Information.

(a)In addition to the other rights specifically set forth in this Agreement, each Member is entitled to all information to which that Member is entitled to have access pursuant to Article 2.22 of the Act under the circumstances and subject to the conditions therein stated.

(b)The Members acknowledge that, from time to time, they may receive information from or regarding the Company in the nature of trade secrets or that otherwise is confidential, the release of which may be damaging to the Company or Persons with which it does business.  Each

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Member shall hold in strict confidence any information it receives regarding the Company that is identified as being confidential (and if that information is provided in writing, that is so marked) and may not disclose it to any Person other than another Member or a Manager, except for disclosures (i) compelled by law (but the Member must notify the Manager promptly of any request for that information before disclosing it if practicable), (ii) to advisers or representatives of the Member or Persons to which that Member’s Membership Interest may be Disposed as permitted by this Agreement, but only if the recipients have agreed to be bound by the provisions of this Section 3.06(b), or (iii) of information that Member also has received from a source independent of the Company that the Member reasonably believes obtained that information without breach of any obligation of confidentiality.  The Members acknowledge that breach of the provisions of this Section 3.06(b) may cause irreparable injury to the Company for which monetary damages are inadequate, difficult to compute, or both.  Accordingly, the Members agree that the provisions of this Section 3.06(b) may be enforced by specific performance.

3.07Liability to Third Parties.  No Member or Manager shall be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

3.08Lack of Authority.  No Member (other than a Manager or an officer) has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company.

ARTICLE IV
CAPITAL CONTRIBUTIONS

4.01Initial Contributions.  Contemporaneously with the execution by such Member of this Agreement, each Member shall make the Initial Capital Contributions described for that Member in Exhibit A.

4.02Subsequent Contributions.  Without creating any rights in favor of any third party, each Member shall contribute to the Company, in cash, on or before the date specified as hereinafter described, that Member’s Sharing Ratio of all monies that in the judgment of the Manager is necessary to enable the Company to cause the assets of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations, and liabilities.  Members shall have no obligation to guarantee or otherwise become contingently liable for any indebtedness or other liabilities of the Company.  The Manager shall notify each Member of the need for Capital Contributions pursuant to this Section 4.02 when appropriate, which notice must include a statement in reasonable detail of the proposed uses of the Capital Contributions and a date (which date may be not earlier than the fifth Business Day following each Member’s receipt of its notice) before which the Capital Contributions must be made.  Notices for Capital Contributions must be made to all Members in accordance with the Sharing Ratios.

4.03Failure to Contribute.

(a)If a Member does not contribute by the time required all or any portion of a Capital Contribution that Member is required to make as provided in this Agreement, the Company may exercise, on notice to that Member (the “Delinquent Member”), one or more of the following remedies:

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(i)taking such action (including, without limitation, court proceedings) as the Manager may deem appropriate to obtain payment by the Delinquent Member of the portion of the Delinquent Member’s Capital Contribution that is in default, together with interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Member;

(ii)permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the “Lending Member”, whether one or more), to advance the portion of the Delinquent Member’s Capital Contribution that is in default, with the following results:

(A) the sum advanced constitutes a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement,

(B) The principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth day after written demand therefore by the Lending Member to the Delinquent Member,

(C) the amount lent bears interest at the Default Interest Rate from the day that the advance is deemed made until the date that the loan together with all interest accrued on it, is repaid to the Lending Member,

(D) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal),

(E) the payment of the loan and interest accrued on it is secured by a security interest in the Delinquent Member’s Membership Interest, as more fully set forth in Section 4.03(b), and

(F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member may deem appropriate to obtain payment by the Delinquent Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Delinquent Member;

(iii)exercising the rights of a secured party under Chapter 697, Florida Statutes as more fully set forth in Section 4.03(b); or

(iv)exercising any other rights and remedies available at law or in equity.

(b)Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Delinquent Member pursuant to

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Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Delinquent Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Interest and the proceeds thereof, all under Chapter 697, Florida Statutes On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Chapter 697, Florida Statutes with respect to the security interest granted in this Section 4.03(b).  Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Manager or the Lending Member, as applicable, may request to effectuate and carry out the preceding provisions of this Section 4.03(b).  At the option of the Manager or a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

4.04Return of Contributions.  A Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its capital account or its Capital Contributions.  A non-repaid Capital Contribution is not a liability of the Company or of any Member.  A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

4.05Advances by Members.  If the Company does not have sufficient cash to pay its obligations, any Member(s) that may agree to do so with the Manager’s consent may advance all or part of the needed funds to or on behalf of the Company.  An advance described in this Section 4.05 is not a Capital Contribution and, therefore, shall neither increase the Member’s capital account nor entitle the Member to any increase in its share of the distributions of the Company.  The amount of any such advance shall constitute a loan from the Member to the Company and bear interest at the General Interest Rate from the date of the advance until the date of payment..

4.06Capital Accounts.  A capital account shall be established and maintained for each Member.  Each Member’s capital account (a) shall be increased by (i) the amount of money contributed by the Member to the Company, (ii) the fair market value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under section 752 of the Code), and (iii) allocations to that Member of the Company income and gain (or items thereof), including income and gain exempt from tax and income and gain described in Treas.Reg. § 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas.Reg. § 1.704-1(b)(4)(i), and (b) shall be decreased by (i) the amount of money distributed to that Member by the Company, (ii) the fair market value of the property distributed to that Member by the Company (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to under section 752 of the Code), (iii) allocations to that Member of expenditures of the Company described in section 705(a)(2)(B) of the Code, and (iv) allocations of Company loss and deduction (or items thereof), including loss and deduction described in Treas.Reg. § 1.704-1(b)(2)(iv)(g), but excluding items described in clause (b)(iii) above and loss or deduction described in Treas.Reg. § l.704-l(b)(4)(i) or § 1.704(b)(4)(iii).  The Members’ capital accounts also shall be maintained and adjusted as permitted by the provisions of Treas.Reg. § 1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas.Reg.§§ 1.704-1(b)(2)(iv) and

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1.704-1(b)(4), including adjustments to reflect the allocations to the Members of depreciation, depletion, amortization, and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treas.Reg. § 1.704-1(b)(2)(iv)(g).  A Member that has more than one Membership Interest shall have a single capital account that reflects all its Membership Interests, regardless of the class of Membership Interests owned by that Member and regardless of the time or manner in which those Membership Interests were acquired.  On the transfer of all or part of a Membership Interest or part thereof shall carry over to the transferee Member in accordance with the provisions of Treas.Reg. § 1.704- 1(b)(2)(iv)(l).

ARTICLE V
ALLOCATIONS AND DISTRIBUTIONS

5.01Allocations.

(a)Except as may be required by section 704(c) of the Code and Treas. Reg. § 1.704-3, all items of income, gain, loss, deduction, and credit of the Company shall be allocated among the Members in accordance with their Sharing Ratios.

(b)All items of income, gain, loss, deduction, and credit allocable to any Membership Interest that may have been transferred shall be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as owning that Membership Interest, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under section 706 of the Code and the regulations thereunder.

5.02Distributions.

(a)A cash reserves account (“Cash Reserves Account”) will be established and maintained by Company at a rate of 5% of annual sales, but in no event less than $50,000.00, or otherwise as determined by the Required Interest Members.  Thereafter, distributions will be made to the Members, in accordance with their Sharing Ratios on a monthly basis, the first payment to be made on the fifteenth day of the month following six complete months of operation of the Mobile Facility and on the fifteenth day of each month thereafter.  Notwithstanding the foregoing, from time to time (but at least once each calendar quarter) the Manager shall determine in its reasonable judgment whether the Company’s cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, acquisitions, and the Cash Reserves Account (the “Expenses”).  If the Company’s cash on hand does not exceed the Expenses, the Manager may elect not to distribute to the Members.

(b)From time to time the Manager also may cause property of the Company other than cash to be distributed to the Members, which distribution must be made in accordance with their Sharing Ratios and may be made subject to existing liabilities and obligations.  Immediately

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prior to such a distribution, the capital accounts of the Members shall be adjusted as provided in Treas. Reg. § 1.704-1(b)(2)(iv)(f).

ARTICLE VI
MANAGER

6.01Management by Manager.

(a)Except for situations in which the approval of the Members is required by this Agreement or by non-waivable provisions of applicable law, and subject to the provisions of Section 6.02, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager, which the Members agree that, as of the date hereof, is USCC FLORIDA ACQUISITION, or a representative selected by USCC FLORIDA ACQUISITION ; and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided for in this Agreement including, without limitation, the following:

(i)entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder;

(ii)establish locations for the facilities to deliver PET Imaging Services and the route locations for the mobile PET centers.

(iii)opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements;

(iv)maintaining the assets of the Company in good order;

(v)overseeing the billing of services of the Company and collecting sums due the Company;

(vi)to the extent that fluids of the Company are available therefore, paying debts and obligations of the Company;

(vii)acquiring, utilizing for Company purposes, and Disposing of any asset of the Company;

(viii)borrowing money or otherwise committing the credit of the Company for Company activities in an amount not to exceed $50,000 in the aggregate outstanding at any one time on a secured or unsecured basis, or refinance or modify any loan to the Company which affects the assets of the Company or make voluntary prepayments or extensions of debt;

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(ix)selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants;

(x)obtaining insurance for the Company;

(xi)determining distributions of Company cash and other property as provided in Section 5.02; and

(xii)establishing a seal for the Company.

The Members agree that the Company Manager shall:

(i)execute on behalf of the Company, Mobile PET imaging services agreements and such other documents as are necessary in connection with the purposes of the Company;

(ii)execute any lease, sublease or financing agreements for the use of a Mobile Unit(s); and

(iii)conduct the business of the Company in general accord with the strategic business plan and budget of the Company as approved by the Members.

Notwithstanding anything contained in this Agreement to the contrary, the powers delegated to the Manager by this Section 6.01 shall be automatically revoked upon the occurrence of any of the following events: (a) the entry of a final non-appealable judgment against the Company for an amount in excess of $150,000, or (b) the filing of a petition in bankruptcy by or against the Company, or (c) the insolvency of the Company.  To the extent powers are not delegated to the Manager or delegated powers are terminated, such powers shall thereafter be considered Reserved Powers to be exercised only upon a vote of a Required Interest of the Members.

(b)Notwithstanding the provisions of Section 6.01(a), the Manager may not cause the Company to do any of the following without complying with the applicable requirements (if any) set forth below:

(i)sell, lease, exchange or otherwise dispose of (other than by way of a pledge, mortgage, deed of trust or trust indenture) all or substantially all the Company’s property and assets (with or without good will), other than in the usual and regular course of the Company’s business, without complying with the applicable procedures set forth in the Act, including, without limitation, the requirement in the Act regarding approval by the Members (unless such provision is rendered inapplicable by another provision of applicable law);

(ii)be a party to (i) a merger, or (ii) an exchange or acquisition of the type described in the Act, without complying with the applicable procedures set forth in the Act; and

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(iii)amend or restate the Articles, without complying with the applicable procedures set forth in the Act.

(iv)Notwithstanding the foregoing, items 6.01 (b) (i) (ii) and (iii) may be affected by the Required Interests Members.

6.02Actions by Manager; Committees and Budget.

(a)In managing the business and affairs of the Company and exercising its powers, the Manager shall act individually, or in the event the number of Managers is increased, collectively through meetings and written consents pursuant to Section 6.05.

(b)The Manager shall submit to the Members for approval, a proposed Budget for each fiscal year on or before one month prior to the beginning of the fiscal year.  Any budget item not approved by a Required Interest of Members shall be deleted from the Budget.  The term “Budget” means any budgetary report required pursuant to this Section, each of which reports must include, without limitation, an operating and capital budget and projected income and cash flow statement for the Company.

6.03Term of Office.  The Manager shall hold office for the term of two years and thereafter until his successor shall have been elected and qualified, or until his earlier death, resignation or removal.  Unless otherwise provided in the Articles, the Manager need not be a Member, affiliate of a Member or resident of the State of Florida or any other state where conducting its business.

6.04Vacancies; Removal; Resignation.  Any Manager position to be filled by reason of an increase in the number of Managers may be filled by election at an annual or special meeting of Members called for that purpose.  Any vacancy occurring other than by reason of an increase in the number of Managers shall be filled by election at an annual or special meeting of the Members called for that purpose and may only be filled by the Member entitled to fill such position.  A Manager elected to fill a vacancy occurring other than by reason of an increase in the number of Managers shall be elected for the unexpired term of his predecessor in office.  At any meeting of Members at which a quorum of Members is present called expressly for that purpose, or pursuant to a written consent adopted pursuant to this Agreement, the Manager, or if there is an increase in the number of managers, then the Managers, may be removed, with or without cause, by a Required Interest.  Any Manager may resign at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Members, or, if there has been an increase in the number of mangers, then by the remaining Managers.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

6.05Chairman; Meetings; Action by Written Consent or Telephone Conference.  This section 6.05 shall only apply in the event the number of Managers is ever increased beyond one (1) Manager.  Otherwise, it shall have no application to the conduct of the one (1) Manager provided under this Operating Agreement.

(a)The right to designate the Managers shall be allocated among the members as follows: USCC FLORIDA ACQUISITION shall designate three (3) Managers.

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(b)The Managers shall be presided over by a Chairman, who shall be selected at the first Meeting as scheduled in this section.  The Chairman shall thereafter be selected by the Managers on an annual basis, and shall serve two (2) year terms as provided in Section 6.03.

(c)Unless otherwise required by law or provided in the Articles or this Agreement, a majority of the total number of Managers fixed by, or in the manner provided in, the Articles or this Agreement shall constitute a quorum for the transaction of business of the Managers, provided that, such majority includes at least two (2) Managers appointed by USCC FLORIDA ACQUISITION.  The act of a majority of the Managers present at a meeting at which a quorum is present shall be the act of the Managers, provided that, such majority includes the vote of at least two (2) managers appointed by USCC FLORIDA ACQUISITION.  A Manager who is present at a meeting of the Managers at which action on any Company matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the Person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the Company immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a Manager who voted in favor of such action.

(d)Meetings of the Managers may be held at such place or places as shall be determined from time to time by resolution of the Managers.  At all meetings of the Managers, business shall be transacted in such order as shall from time to time by determined by resolution of the Managers.  Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(e)In connection with any annual meeting of Members, at which Managers were elected, the Managers may, if a quorum is present, hold its first meeting for the transaction of business immediately after and at the same place as such annual meeting of the Members.  Notice of such meeting at such time and place shall not be required.

(f)Regular meetings of the Managers shall be held at such times and places as shall be designated from time to time by resolution of the Managers.  Notice of such regular meetings shall not be required.

(g)Special meetings of the Managers may be called by any Manager on at least 24 hours notice to each other Manager.  Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for the Articles or this Agreement.

(h)Any action permitted or required by the Act, the FBCA the Articles or to be taken at a meeting of the Managers or any committee designated by the Managers may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the Managers or members of such committee, as the case may be.  Such consent shall have the same force and effect as unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Department of State of Florida, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Managers or any such committee, as the case may be.  Subject to the requirements of the Act, the FBCA, the Articles or this

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Agreement for notice of meetings, unless otherwise restricted by the Articles, Managers, or members of any committee designated by the Managers, may participate in and hold a meeting of the Managers or any committee of Managers, as the case may be, by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, expect where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.06Approval or Ratification of Acts or Contracts by Members.  The Manager in its discretion may submit any act or contract for approval or ratification of any annual meeting of the Members, or at any special meeting of the Members called for the purpose of considering any such act or contract, and any act or contract that shall be approved or be ratified by a Required Interest shall be as valid and as binding upon the Company and upon all the Members as if it shall have been approved or ratified by every Member of the Company.

6.07Compensation.  Prior to the determination of the allocations and distributions provided in Article V, the Company shall pay the following amounts:

(a)The Manager shall be entitled to be reimbursed for reasonable and verifiable out-of-pocket costs for travel and other expenses incurred in the course of their service hereunder.  The Manager shall receive such compensation, if any, for its services as may be designated from time to time by a Required Interest.  Either USCC FLORIDA ACQUISITION , or a Person Controlled by it shall provide day to day management services to the Company.  The Company shall pay the cost of such services on a monthly basis at the rate of six percent (6%) of the prior month’s sales; provided, however, the management fees or a portion thereof shall accrue and not be distributed to the extent that payment will result in a reduction in the Cash Reserves Account below $50,000.00.

6.08Conflicts of Interest.  Subject to the other express provisions of this Agreement, each Manager, Member and officer of the Company at any time and from time to time may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including ones in competition with the Company except for the excluded counties referred to in Exhibit B, with no obligation to offer to the Company or any other Member, Manager or officer the right to participate therein.  The Company may transact business with any Manager, Member, officer or Affiliate thereof, provided the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties and such transactions are fully disclosed to the managers and are approved by a Required Interest of the Members.

6.09Officers.

(a)The Manager may, from time to time, designate one or more Persons to be officers of the Company.  No officer need be a resident of the State of Florida, of any State where the Company conducts it business, a Member or a Manager.  Any officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them.  The Manager may assign titles to particular officers.  Unless the Manager

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decides otherwise, if the title is one commonly used for officers of a business corporation formed under the FBCA, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office.  Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.  Any number of offices may be held by the same Person.

(b)Any officer may resign as such at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.  Any officer may be removed as such, either with or without cause, by the Manager whenever in their judgment the best interests of the Company will be served thereby; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the Person so removed.  Designation of an officer shall not of itself create contract rights.  Any vacancy occurring in any office of the Company (other than Manager) may be filled by the Manager.

ARTICLE VII
MEETINGS OF MEMBERS

7.01Meetings.

(a)A quorum shall be present at a meeting of Members if the holders of a Required Interest are represented at the meeting in person or by proxy.  With respect to any matter, other than a matter for which the affirmative vote of the holders of a specified portion of the Sharing Ratios of all Members entitled to vote is required by the Act, the affirmative vote of a Required Interest at a meeting of Members at which a quorum is present shall be the act of the Members.

(b)All meetings of the Members shall be held at the principal place of business of the Company or at such other place within or without the State of Florida, as shall be specified or fixed in the notices or waivers of notice thereof; provided that any or all Members may participate in any such meeting by means of conference telephone or similar communications equipment pursuant to Section 7.05.

(c)Notwithstanding the other provisions of the Articles or this Agreement, the chairman of the meeting or the holders of a Required Interest shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting.  If such meeting is adjourned by the Members, such time and place shall be determined by a vote of the holders of a Required Interest.  Upon the resumption of such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally called.

(d)An annual meeting of the Members, for the election of the Manager and for the transaction of such other business as may properly come before the meeting, shall be held at such place, within or without the State of Florida, on such date and at such time as the Manager shall fix and set forth in the notice of the meeting, which date shall be within 13 months subsequent to

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the date of organization of the Company or the last annual meeting of Members, whichever most recently occurred.

(e)Special meetings of the Members for any proper purpose or purposes may be called at any time by the Manager or the holders of the Required Interest .  If not otherwise stated in or fixed in accordance with the remaining provisions hereof, the record date for determining Members entitled to call a special meeting is the date any Member first signs the notice of that meeting.  Only business within the purpose or purposes described in the notice (or waiver thereof) required by this Agreement may be conducted at a special meeting of the Members.

(f)Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the Manager or Person calling the meeting, to each Member entitled to vote at such meeting.  If mailed, any such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at his address provided for in Section 13.02, with postage thereon prepaid.

(g)The date on which notice of a meeting of Members is mailed or the date on which the resolution of the Manager declaring a distribution is adopted, as the case may be, shall be the record date for the determination of the Members entitled to notice of or to vote at such meeting, including any adjournment thereof, or the Members entitled to receive such distribution.

(h)The right of Members to cumulative voting in the election of a new Manager to replace the initial Manager, USCC FLORIDA ACQUISITION , is expressly prohibited.

7.02Voting List.  The Manager shall make, at least ten days before each meeting of Members, a complete list of the Members entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the Sharing Ratios held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Company and shall be subject to inspection by any Member at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member during the whole time of the meeting.  The original membership records shall be prima-facie evidence as to who are the Members entitled to examine such list or transfer records or to vote at any meeting of members.  Failure to comply with the requirements of this Section shall not affect the validity of any action taken at the meeting.

7.03Proxies.  A Member may vote either in person or by proxy executed in writing by the Member.  A telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall be treated as an execution in writing for purposes of this Section.  Proxies for use at any meeting of Members or in connection with the taking of any action by written consent shall be filed with the Manager, before or at the time of the meeting or execution of the written consent, as the case may be.  All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the Manager, who shall decide all questions touching upon the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless

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an inspector or inspectors shall have been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions.  No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy.  A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.  Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one.

7.04Conduct of Meetings.  All meetings of the Members shall be presided over by the chairman of the meeting, who shall be the Manager (or representative thereof).  The chairman of any meeting of Members shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order.

7.05Action by Written Consent or Telephone Conference.  (a)) Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of not less than the minimum Sharing Ratios that would be necessary to take such action at a meeting at which the holders of all Sharing Ratios entitled to vote on the action were present and voted.  Every written consent shall bear the date of signature of each Member who signs the consent.  No written consent shall be effective to take the action that is the subject to the consent unless, within 60 days after the date of the earliest dated consent delivered to the Company in the manner required by this Section, a consent or consents signed by the holder or holders of not less than the minimum Sharing Ratios that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business, or the Manager.  Delivery shall be by hand or certified or registered mail, return receipt requested.  Delivery to the Company’s principal place of business shall be addressed to the Manager.  A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section.  Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action.

(a)The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office, its principal place of business, or the Manager.  Delivery shall be by hand or by certified or registered Mail, return receipt requested.  Delivery to the Company’s principal place of business shall be addressed to the Manager.

(b)If any action by Members is taken by written consent, any articles or documents filed with the Department of State of Florida as a result of the taking of the action shall state, in lieu of any statement required by the Act or the FBCA concerning any vote of Members, that

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written consent has been given in accordance with the provisions of the Act and the FBCA and that any written notice required by the Act and the FBCA has been given.

(c)Members may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE VIII
INDEMNIFICATION

8.01Right to Indemnification.  Subject to the limitations and conditions as provided in this Article VIII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Manager of the Company or while a Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the Act and the FBCA, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Article VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder.  The rights granted pursuant to this Article VIII shall be deemed contract rights, and no Amendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.  It is expressly acknowledged that the indemnification provided in this Article VIII could involve indemnification for negligence or under theories of strict liability but shall exclude actions arising under theories of gross negligence or willful misconduct.

8.02Advance Payment.  The right to indemnification conferred in this Article VIII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 8.01 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Manager of his or her good faith belief

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that he has met the standard of conduct necessary for indemnification under this Article VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VIII or otherwise.

8.03Indemnification of Officers, Employees and Agents.  The Company, by adoption of a resolution of the Manager, may indemnify and advance expenses to an officer, employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Manager under this Article VIII; and, the Company may indemnify and advance expenses to Persons who are not or were not Managers, officers, employees or agents of the Company but who are or were serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a Person to the same extent that it may indemnify and advance expenses to a Manager under this Article VIII.

8.04Appearance as a Witness.  Notwithstanding any other provision of this Article VIII, the Company may pay or reimburse expenses incurred by a Manager in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

8.05Nonexclusivity of Rights.  The right to indemnification and the advancement and payment of expenses conferred in this Article VIII shall not be exclusive of any other right which a Manager or other Person indemnified pursuant to Section 8.03 may have or hereafter acquire under any law (common or statutory), provision of the Articles or this Agreement, agreement, vote of Members or disinterested Managers or otherwise.

8.06Insurance.  The Company may purchase and maintain insurance, at its expense, to the extent and in such amounts as the Manager shall, in its sold discretion, deem reasonable, to protect itself and any Person who is or was serving as a Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under this Article VIII.

8.07Member Notification.  To the extent required by law, any indemnification of or advance of expenses to a Manager in accordance with this Article VIII shall be reported in writing to the Members with or before the Notice or waiver of notice of the next Members’ meeting or with or before the next submission to Members of a consent to action without a meeting and, in any case, within the 12-month period immediately following the date of the indemnification or advance.

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8.08Savings Clause.  If this Article VIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless the Manager or any other Person indemnified pursuant to this Article VIII as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article VIII that shall not have been invalidated and to the fullest extent permitted by applicable law.  No member shall be obligated to contribute to the Company to satisfy the Company’s indemnification obligations.

ARTICLE IX
TAXES

9.01Tax Returns.  The Manager shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making the elections described in Section 9.02.  Each Member shall furnish to the Manager all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed.

9.02Tax Elections.  The Company shall make the following elections on the appropriate tax returns:

(a)to adopt December 31, 2001 as the end of the Company’s fiscal year if that option is available under the relevant provisions of the Code, otherwise the Company shall adopt the calendar year as its fiscal year;

(b)to adopt the accrual method of accounting and to keep the Company’s tax reporting books and records on the income-tax method;

(c)if a distribution of Company property as described in section 734 of the Code occurs or if a transfer of a Membership Interest as described in section 743 of the Code occurs, on written request of any Member, to elect, pursuant to section 754 of the Code, to adjust the basis of Company properties;

(d)to elect to amortize the organizational expenses of the Company and the startup expenditures of the Company under Section 195 of the Code ratably over a period of 60 months as permitted by section 709(b) of the Code; and

(e)any other election the Manager may deem appropriate and in the best interests of the Members.

Neither the Company nor any Manager or Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law, and no provision of this Agreement (including, without limitation, Section 2.08) shall be construed to sanction or approve such an election.

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9.03“Tax Matters Member.  USCC FLORIDA ACQUISITION shall be the “tax matters member” of the Company pursuant to section 6231(a)(7) of the Code and shall take such action as may be necessary to cause each other Member to become a “notice member” within the meaning of section 6223 of the Code.  The “tax matters member” shall inform each other Member of all significant matters that may come to its attention in its capacity as “tax matters member” by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other member copies of all significant written communications it may receive in that capacity.  The “tax matters member” may not take any action contemplated by section 6222 through 6232 of the Code without the consent of a Required Interest, but this sentence does not authorize such Manager (or any other Manager) to take any action left to the determination of an individual Member under sections 6222 through 6232 of the Code.

ARTICLE X
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

10.01Maintenance of Books.  The Company shall keep books and records of accounts, minutes of the proceedings of its Members, its Manager and each committee of the Manager, and all other records that Section 608.4101, Florida Statutes, requires the Company to maintain (the “Required Records”).  The books of account for the Company shall be maintained on an accrual basis in accordance with the terms of this Agreement, except that the capital accounts of the Members shall be maintained in accordance with Section 4.06.

10.02Access to Required Records.

(a)After giving reasonable advance notice to the Company, any Member may inspect and review the Required Records and may, at the Member’s expense, have the Company make copies of any portion of all of the Records.

(b)Unless the Company agrees otherwise, all Member access to the Required Records must take place during the Company’s regular business hours.  The Company may impose additional reasonable conditions and restrictions on Members’ access to the Required Records, including specifying the amount of advance notice a Member must give and the charges imposed for copying.

10.03Reports.  On or before the 120th day following the end of each fiscal year during the term of the Company, the Manager shall cause each Member to be furnished with a balance sheet, an income statement, and a statement of change in Members’ capital of the Company for, or as of the end of, that year certified by a recognized firm of independent certified public accountants.  These financial statements must be prepared in accordance with accounting principles generally employed for accrual-basis records consistently applied (except as therein noted) and must be accompanied by a report of the certified public accountants certifying the statements and stating that (a) their examination was made in accordance with generally accepted auditing standards and, in their opinion, the financial statements fairly present the financial position, financial results of operations, and changes in Members’ capital in accordance with accounting principles generally employed for accrual-basis records consistently applied (except as therein noted) and (b) in making the examination and reporting on the financial statements

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described above, nothing came to their attention that caused them to believe that (i) the income and revenues were not paid or credited in accordance with the financial and accounting provisions of this Agreement, (ii) the costs and expenses were not charged in accordance with the financial and accounting provisions of this Agreement, or (iii) the Manager or any Member failed to comply in any material respect with the financial and accounting provisions of this Agreement, or if they do conclude that the Manager or a Member so failed, specifying the nature and period of existence of the failure.  The Manager also may cause to be prepared or delivered such other reports as they may deem appropriate.  The Company shall bear the costs of all these reports.

10.04Accounts.  The Manager shall establish and maintain one or more separate bank and investment accounts and arrangements for Company funds in the Company name with financial institutions and firms that the Manager determines.  The Manager may not commingle the Company’s funds with the funds of any Member; however, Company funds may be invested in a manner the same as or similar to the Manager’s investment of their own funds or investments by their Affiliates.

ARTICLE XI
BANKRUPTCY OF A MEMBER

11.01Bankrupt Members.  This Section 11.01 shall not apply if there exists a binding Members’ Agreement providing for restrictions on the disposition of Membership Interests.  To the extent the provisions of a Members’ Agreement conflict with those herein, the provisions of the Members’ Agreement shall control.  Subject to Section 12.01(c), if any Member becomes a Bankrupt Member, the Company shall have the option, exercisable by notice from the Manager to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and on the exercise of this option the Bankrupt Member or its representative shall sell, its Membership Interest.  The purchase price shall be an amount equal to the fair market value thereof determined by agreement by the Bankrupt member (or its representative) and the Manager; however, if those Persons do not agree on the fair market value on or before the 30th day following the exercise of the option, either such Person, by notice to the other, may require the determination of fair market value to be made by an independent appraiser specified in that notice.  If the Person receiving that notice objects on or before the tenth day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent appraiser, either such Person may petition the United States District Judge for the Middle District of Florida, Jacksonville Division then senior in service to designate an independent appraiser.  The determination of the independent appraiser, however designated, is final and binding on all parties.  The Bankrupt Member and the Company each shall pay one-half of the costs of the appraisal.  The purchaser shall pay the fair market value as so determined in four equal cash installments, the first due on closing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries thereof.  The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.01 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including, without limitation, any Membership Interest, any rights in specific Company property, and any rights

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against the Company and (insofar as the affairs of the Company are concerned) against the Members, and constitutes a compromise to which all Members have agreed pursuant to Article 5.02(D) of the Act.

ARTICLE XII
DISSOLUTION, LIQUIDATION, AND TERMINATION

12.01Dissolution.  The Company shall dissolve and its affairs shall be wound up on the first to occur of the following:

(a)the written consent of a Required Interest;

(b)the expiration of the period fixed for the duration of the Company set forth in the Articles;

(c)entry of a decree of judicial dissolution of the Company under Section 608.441 of the Act.

The death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member, or the occurrence of any other event that terminates the continued membership of a Member in the Company, shall not cause a dissolution of the Company.

12.02Liquidation and Termination.  On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Members as liquidator.  The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act.  The costs of liquidation shall be borne as a Company expense.  Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Manager.  The steps to be accomplished by the liquidator are as follows:

(a)as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b)the liquidator shall cause the notice described in Section 608.4421 of the Act to be mailed to each known creditor of and claimant against the Company in the manner described in such Section 608.4421 ;

(c)the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.05) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and

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(d)all remaining assets of the Company shall be distributed to the Members as follows:

(i)the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the members;

(ii)with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the members if there were a taxable disposition of that property for the fair market value of the property on the date of distribution; and

(iii)Company property shall be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the partnership occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).

All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 12.02.  The distribution of cash and/or property to a Member in accordance with the provisions of this Section 12.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Article 5.02(D).  To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

12.03Deficit Capital Accounts.  Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the capital account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to all Members in proportion to their respective Sharing Rations, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s capital account to zero.

12.04Articles of Dissolution.  On completion of the distribution of Company assets as provided herein, the Company is terminated, and the Manager (or such other Person or Persons as the Act may require or permit) shall file Articles of Dissolution with the Department of State of Florida , cancel any other filings made pursuant to Section 2.05, and take such other actions as may be necessary to terminate the Company.  Upon the issuance of a certificate of dissolution by

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the Secretary of State of Florida , the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

ARTICLE XIII
GENERAL PROVISIONS

13.01Restrictive Covenants.

(a)The Members acknowledge that (i) the Company is engaged in a highly competitive business and is therefore entitled to protect itself from any competition that may likely result in the event that a Member, during or following the termination of his or its association with the Company, competes with the business of the Company; (ii) in order to maximize the Company’s success, the Company may disclose to the Members its trade secrets and other proprietary information (the “Proprietary Information”); and (iii) the restrictive covenants set forth in this Section (hereinafter, the “Restrictive Covenants”) are part of the essential consideration for the execution by the Members of this Agreement.  Accordingly, the Members acknowledge that the Restrictive Covenants are reasonable and necessary in order to protect the Company’s legitimate business interests.

(b)During the term of this Agreement, the Members agree, within the Non-Compete Area (hereinafter defined), not to directly or indirectly, operate, engage in, provide financial assistance to, own any interest in, or otherwise affiliate with any venture or business that is competitive with the business of the Company.  Additionally, the Members shall each cause their respective officers, directors, employees, agents and others similarly associated with the Member to execute such non-competition agreements as the Members deem appropriate for the protection of the Company.  In the event the Company is dissolved or otherwise no longer pursues its purpose as stated in Section 2.04 this restriction shall no longer continue in effect.  If a Member terminates its membership in the Company or is compelled to withdraw from the Company due to the Member’s default, this restriction shall continue in effect for five (5) years from the date of termination or withdrawal.  The “Non-Compete Area” is described in Exhibit B attached hereto.

(c)Each Member agrees not to divert or attempt to divert from the Company any business the Company had secured or solicited from its customers, suppliers, referral sources or other entities at any time during the period in which the Member was associated with the Company.

(d)Each Member agrees not to hire or solicit the services of any employee or independent contractor of the Company (including employees leased by the Company from a Member) during the period of such Person’s employment with or retention by the Company.

(e)The Restrictive Covenants shall be given the broadest lawful and enforceable scope permissible for the protection of the business interests of the Company.  The Members acknowledge that any violation of a Restrictive Covenant by a Member would result in irreparable injury to the Company and the other Member and the remedies at law for such breach would be inadequate.  Therefore, in the event of a breach by a Member of any Restrictive Covenant, the Company shall be entitled to temporary, interlocutory and permanent injunctive relief, in addition and without prejudice to any and all other remedies at law or in equity

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available under the circumstances.  The duration of any of the Restrictive Covenants shall be extended by any period in which a Member is in breach thereof.

(f)In the event a provision contained in any Restrictive Covenant shall be declared by a court of competent jurisdiction to be illegal or unenforceable in whole or in part, then the offending provision automatically shall be deemed modified to conform to the minimum requirements of law.  The provision as modified, together with all other provisions hereof, shall be given full force and effect.

(g)Proprietary Information must be clearly labeled as such.  The Members agree to maintain all Proprietary Information of the Company in strict confidence.  Proprietary Information shall cease to be treated as such at such time as it becomes part of the public domain.  Each Member shall use at least the same degree of care in safeguarding the Proprietary Information as such Member uses in safeguarding his or its own confidential information, but in no event shall such Member exercise less then due diligence and care.

13.02Offset.  Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

13.03Use of Name; Publicity.  The Members agree to consult each other and reach mutual agreement before issuing any press release or otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby.  No Member shall use the name or logos of any other Member or such Member’s affiliates without that Member’s prior written consent.

13.04Notices.  Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it.  All notices, requests, and consents to be sent to a Member must be sent to or made at the addresses given for that Member on Exhibit A or in the instrument described in Section 3.03(d) or 3.05, or such other address as that Member may specify by notice to the other Members.  Any notice, request, or consent to the Company or the Managers must be given to the Managers at the following address:

If to Company:	Jeffrey A. Goffman
	3599 University Blvd. South
	Suite #1000
	Jacksonville, FL 32216
	Phone-(561)784-0802
	Fax-(561)795-1281
With a copy to:	Nathan D. Goldman, Esquire
	Stoneburner Berry & Goldman, P.A.
	225 Water St. Suite 2050

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	Jacksonville, Florida 32202
	Phone-(904)354-8888
	Fax-(904)354-5244
If to USCC FLORIDA	Jeffrey A. Goffman
ACQUISITION:	3599 University Blvd. South
	Suite #1000
	Jacksonville, FL 32216
	Phone-(561)784-0802
	Fax-(561)795-1281

Whenever any notice is required to be given by law, the Articles or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

13.05Entire Agreement; Supescedure.  This Agreement constitutes the entire agreement of the Members relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

13.06Effect of Waiver or Consent.  A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company.  Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

13.07Amendment or Modification.  This Agreement may be amended or modified from time to time only by a written instrument adopted by the Manager and executed and agreed to by a Required Interest; provided, however, that (a) an amendment or modification reducing a Member’s Sharing Ratio or increasing its Commitment (other than to reflect changes otherwise provided by this Agreement) is effective only with that Member’s consent, (b) an amendment or modification reducing the required Sharing Ratio or other measure for any consent or vote in this Agreement is effective only with the consent or vote of Members having the Sharing Ratio or other measure theretofore required, and (c) amendments of the type described in Section 3.04 may be adopted as therein provided.

13.08Binding Effect.  Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement are binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors, and assigns.

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13.09Governing Law; Severability.  THIS AGREEMENT AND THE RIGHTS OF THE MEMBERS HEREUNDER ARE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF FLORIDA, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICT-OF-LAWS RULES OR PRINCIPLES THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.  If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.

13.10Further Assurances.  In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

13.11Waiver of Certain Rights.  Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

13.12Indemnification.  To the fullest extent permitted by law, each Member shall indemnify the Company, each Manager and each other Member and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorneys’ fees) they may incur on account of any breach by that Member of this Agreement.

13.13Notice to Members of Provisions of this Agreement.  By executing this Agreement, each Member acknowledges that it has actual notice of all of the provisions of this Agreement, including, without limitation, the restrictions on the transfer of Membership Interests set forth in Article III.  Each Member hereby agrees that this Agreement constitute adequate notice of all such provisions, including, without limitation, any notice requirement under the FBCA and Chapter 678, Florida Statutes, and each Member hereby waives any requirement that any further notice thereunder by given.

13.14Counterparts.  This Agreement may be executed in any number of counterparts with same effect as if all signing parties had signed the same document.  All counterparts shall be construed together and constitute the same instrument.

IN WITNESS WHEREOF, following adoption of this Agreement by the Manager, the Members have executed this Agreement as of the date first set forth above.

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MEMBERS:
USCC FLORIDA ACQUISITION, INC.
By:	/s/ Jeffrey A. Goffman
Jeffrey A. Goffman, Vice Chairman
Date of Execution:

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EXHIBIT A

Name, Address and Initial Capital  Contribution of Each Member	Initial  Sharing Ratios
USCC FLORIDA ACQUISITION, INC.	100%

Initial Capital Contribution:

$ 100

Exhibit B
Non-Compete Area

Excluded Florida Counties:  Duval, Clay, Putnam, and St. Johns

EX-3.41

Exhibit 3.41

FIRST AMENDMENT

This First Amendment (the “Amendment”) to the Operating Agreement of JAXPET, LLC (the “Company”) dated as of March 6, 2000 (the “Agreement”; capitalized terms, used but not defined herein shall have the meanings ascribed to such terms in the Agreement) is made and entered into as of September 1, 2004 by USCC Florida Acquisition Corp., the sole member and manager of the Company (the “Member/Manager”).

W I T N E S S E T H :

WHEREAS, in connection with that certain Credit Agreement, dated as of September 1, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, OnCURE Medical Corp. (“OnCURE”), FROG OnCure Southside, L.L.C., JAXPET/Positech, L.L.C., Manatee Radiation Oncology, Inc., MICA FLO II, Inc. (“MICA”), Mission Viejo Radiation Oncology Medical Group, Inc., Pointe West Oncology, LLC, Radiation Oncology Center, LLC, U.S. Cancer Care, Inc. (“USCC”), USCC Acquisition Corp., the Member/Manager, USCC Healthcare Management Corp., and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., the Member/Manager desires to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.             Amendment.  The Agreement is hereby amended by adding immediately after Section 13.14 of the Agreement new ARTICLE XIV as set forth below:

ARTICLE XIV
RIGHTS OF AGENT

14.01      In the event that Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc. (together with any successor thereto, “Agent”) exercises its rights and remedies (the “Pledge Rights”) during the existence of an Event of Default (as defined in the Pledge Agreement (as defined below)) under and in accordance with that certain Ownership, Pledge, Assignment and Security Agreement among OnCURE, USCC, MICA, the Company, Manager/Member and Agent (the “Pledge Agreement”), delivered in connection with the Credit Agreement, notwithstanding anything contained in this Agreement to the contrary:  (a) Agent shall be entitled to remove any or all of the Managers and appoint any representatives of Agent or any other person or entity, as Agent elects, to be the Manager(s) in order to fill the vacancy created by such removal and the Members shall not have the right to remove the Managers so appointed by Agent or to elect any new or additional Managers, and (b) any limitations contained in this Agreement inconsistent with the provisions of the Pledge Agreement or this Article shall thereupon be deemed waived, void and of no further force and effect until all of the Obligations (as defined in the Credit Agreement) of the Company to Agent and Agent under the Credit Agreement have been fully and finally paid, including, without limitation (i) any provision that requires approval of actions by a “Required Interests”, and (ii) provisions requiring the approval of the “Board of Managers” for certain actions, it being agreed that the Board of Managers may

be replaced by a sole Manager at Agent’s option.  Following the full and final payment to Agent and Agent of the Obligations under the Credit Agreement, all such provisions shall be deemed to be reinstated and in full force and effect.

14.02Notwithstanding anything contained in this Agreement to the contrary, all restrictions on transfer and assignability of any Member’s interests in the Company shall be inapplicable, and of no force and effect, as to any transfer of any interests in the Company to Agent (or any nominee affiliate, successor, assignee or transferee thereof) in accordance with the Pledge Agreement.

14.03Neither the Members nor Managers will amend this Agreement to provide that any limited liability company interests in the Company are not securities governed by Article 8 of the Uniform Commercial Code or otherwise “opt out” of Article 8 of the Uniform Commercial Code.

14.04The provisions of this Article shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and any future Members or Managers and their respective successors and assigns.

14.05None of the provisions of this Article XIV or any other provision of this Agreement may be amended in any way which alters, limits, restricts or adversely affects Agent’s ability to exercise its Pledge Rights, other rights under the Pledge Agreement or the intended result thereof, without the prior written consent of Agent.

2.             Continuing Effect of the Agreement.  Except as expressly amended or modified hereby, the provisions of the Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.

3.             Applicable Law.  This Amendment shall be construed in accordance with, and governed by, the internal laws of the State of Florida as applied to contracts made and to be performed entirely within the State of Florida.

[Signature Page Follows.]

4.             Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year set forth above .

Sole Member and Manager:
USCC FLORIDA ACQUISITION CORP.
By:	/s/ Jeffrey A. Goffman
Name:	Jeffrey A. Goffman
Title:	President

EX-3.42

Exhibit 3.42

SECOND AMENDMENT

This Second Amendment (the “Amendment”) to the Operating Agreement of JAXPET, LLC (the “Company”) dated as of March 6, 2000 (the “Agreement”), is made and entered into as of February 24, 2006 by USCC Florida Acquisition Corp., the sole member and manager of the Company (the “Member/Manager”).

W I T N E S S E T H :

WHEREAS, in connection with the entering into of the Pledge Agreement (as defined below), the Member/Manager desires to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.             Amendment.  The Agreement is hereby amended by adding new ARTICLE XV as follows:

“ARTICLE XV

RIGHTS OF AGENT

Section 15.01.  In the event that MCG Capital Corporation (together with any successor thereto, “Agent”) exercises its rights and remedies (the “Pledge Rights”) during the existence of an Event of Default (as defined in the Pledge Agreement (as defined below)) under and in accordance with that certain Ownership, Pledge, Assignment and Security Agreement between Agent and JAXPET, LLC (the “Pledge Agreement”), delivered in connection with that certain Credit Facility Agreement dated as of February 17, 2006 among JAXPET, LLC, Agent, OnCURE Medical Corp., all direct and indirect subsidiaries and affiliates of OnCURE Medical Corp., and certain financial institutions (as amended, restated, supplemented or otherwise modified from time to time, “Credit Agreement”), notwithstanding anything contained in this Agreement to the contrary:  (a) Agent shall be entitled to remove any or all of the Managers and appoint any representatives of Agent or any other person or entity, as Agent elects, to be the Manager(s) in order to fill the vacancy created by such removal and the Members shall not have the right to remove the Managers so appointed by Agent or to elect any new or additional Managers, and (b) any limitations contained in this Agreement inconsistent with the provisions of the Pledge Agreement or this Article shall thereupon be deemed waived, void and of no further force and effect until all of the Obligations (as defined in the Credit Agreement) of JAXPET, LLC to Agent under the Credit Agreement have been fully and finally paid, including, without limitation (i) any provision that requires approval of actions by a “Majority in Interest”, and (ii) provisions requiring the approval of the “Board of Managers” for certain actions, it being agreed that the Board of Managers may be replaced by a sole Manager at Agent’s option.  Following the full and final payment to Agent of the Obligations under the Credit Agreement, all such provisions shall be deemed to be reinstated and in full force and effect.

Section 15.02.  Notwithstanding anything contained in this Agreement to the contrary, all restrictions on transfer and assignability of any Member’s interests in JAXPET, LLC shall be inapplicable, and of no force and effect, as to any transfer of any interests in JAXPET, LLC to Agent (or any nominee affiliate, successor, assignee or transferee thereof) in accordance with the Pledge Agreement.

Section 15.03.  Neither the Members nor Managers will amend this Agreement to provide that any limited liability company interests in JAXPET, LLC are not securities governed by Article 8 of the Uniform Commercial Code or otherwise “opt out” of Article 8 of the Uniform Commercial Code.

Section 15.04.  The provisions of this Article shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and any future Members or Managers and their respective successors and assigns.

Section 15.05.  None of the provisions of this Article XV or any other provision of this Agreement may be amended in any way which alters, limits, restricts or adversely affects Agent’s ability to exercise its Pledge Rights, other rights under the Pledge Agreement or the intended result thereof, without the prior written consent of Agent.”

2.             Continuing Effect of the Agreement.  Except as expressly amended or modified hereby, the provisions of the Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.

3.             Applicable Law.  This Amendment shall be construed in accordance with, and governed by, the laws of the State of Florida as applied to contracts made and to be performed entirely within the State of Florida.

4.             Counterparts.  This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single agreement.

[Signature Page Follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year set forth above.

Sole Member and Manager:
USCC FLORIDA ACQUISITION CORP.
By:	/s/ Jeffrey A. Goffman
	Name: Jeffrey A. Goffman
	Title: President

EX-3.43

Exhibit 3.43

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CHARLOTTE COMMUNITY RADIATION ONCOLOGY, P.A.

Pursuant to the provisions of Sections 607.1001, 607.1003 and 607.1007 of the Florida Business Corporation Act (the “Act”) and Section 621.13 of the Professional Service Corporation and Limited Liability Company Act, the undersigned corporation, Charlotte Community Radiation Oncology, P.A., approves and adopts the following Amended and Restated Articles of Incorporation:

ARTICLE I.

Name

The name of the corporation (hereinafter referred to as the “Corporation”) is:

Charlotte Community Radiation Oncology, Inc.

ARTICLE II.

Principal Offices and Mailing Address

The principal office and mailing address of the Corporation is 3080 Harbor Blvd., Port Charlotte, Florida, 33952.

ARTICLE III.

Shares

The Corporation shall have authority to issue 10,000 common shares of capital stock with a par value of $1.00 per share.

ARTICLE IV.

Registered Office & Agent

The street address of the registered office of the Corporation is NRAI Services, Inc., 2731 Executive Park Drive, Suite 4, Weston, Florida, 33331, and the name of its registered agent is NRAI Services, Inc.

ARTICLE V.

Board of Directors

The number of directors of the corporation shall such number as from time to time fixed by, or in the manner prescribed by, the bylaws of the Corporation.

CERTIFICATE ACCOMPANYING
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CHARLOTTE COMMUNITY RADIATION ONCOLOGY, P.A.

Pursuant to the provisions of Section 621.13(4) of the Professional Service Corporation and Limited Liability Company Act and Sections 607.1003 and 607.1007 of the Florida Business Corporation Act, it is hereby certified that:

FIRST: The name of the corporation is Charlotte Community Radiation Oncology, P.A. (the “Corporation”).

SECOND: The Amended and Restated Articles of Incorporation that this certificate accompanies contain amendments to the Corporation’s articles of incorporation that required shareholder approval.

THIRD: The Amended and Restated Articles of Incorporation were duly approved and adopted in accordance with Sections 607.1003 and 607.0821 of the Florida Business Corporation Act on February 7, 2006 by joint action by written consent of the board of directors of the Corporation and the holders of the Corporation’s common shares representing the number of votes sufficient to approve the Amended and Restated Articles of Incorporation of the Corporation and the amendments contained therein. No other voting group was entitled to vote on the amendments.

FOURTH: The Amended and Restated Articles of Incorporation amend and restate the Corporation’s Articles of Incorporation in their entirety and shall be the articles of incorporation of the Corporation.

Dated February 10, 2006.
	Charlotte Community Radiation
	Oncology, P.A.,
	a Florida corporation
	By:	/s/  Alan H. Porter
	Name:	Alan H. Porter, M.D.
	Title:	President

EX-3.44

Exhibit 3.44

As Adopted February 10, 2006

AMENDED AND RESTATED BYLAWS

OF

CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC.

ARTICLE I

Offices

The principal office shall be in the State of Florida or at such other location, within or outside of Florida as the Board of Directors may elect.

The corporation may also have offices at such other places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Shareholders

Section 1.  Annual Meeting.  The annual meeting of the shareholders shall be held within the three (3) month period beginning with the first day of the last month of the fiscal year of the corporation for the purpose of electing directors and for the transaction of such other business as may come before the meeting; the actual day thereof to be set forth in the Notice of Meeting or in the Call and Waiver of Notice of Meeting.  If the election of directors shall not be held at any such annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2.  Special Meetings.  Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by law or by the Articles of Incorporation, may be called by the President or by the Board of Directors, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors then in office, or at the request in writing of shareholders owning not less than one-tenth (1/10th) of the entire capital stock of the corporation issued and outstanding and entitled to vote thereat.  Such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice thereof.

Section 3.  Place of Meeting.  The Board of Directors may designate any place either within or without the State of Florida, unless otherwise prescribed by law or by the Articles of Incorporation. as the place of meeting for any annual meeting or for any special meeting of the shareholders.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place either within or without the State of Florida, unless otherwise prescribed by law or by the Articles of Incorporation, as the place for the holding of such meeting.  If no designation is

made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Florida.

Section 4.  Notice of Meeting.  Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either by hand delivery, express or other delivery service, telecopier, telegram, telex, mailgram, cablegram or other delivery method or by first-class mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her business or home address or the shareholder’s address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5.  Waiver of Notice of Meeting.  Whenever any notice to a shareholder is required pursuant to the provisions of Section 4 hereinabove, each shareholder may waive such notice in writing at any time before or after the time for the delivery of such notice, and such written waiver of notice shall be equivalent to the giving of such notice.  Attendance at any meeting by any shareholder to whom notice of such meeting must be given pursuant to the provisions of Section 4 hereinabove shall constitute a waiver of notice of such meeting by such shareholder, except when the shareholder attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting is not lawfully called or convened.

Section 6.  Voting Lists.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof arranged in alphabetical order, with the address and the number and class and series of shares held by each; which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder during the whole time of the meeting.  The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of the shareholders.

Section 7.  Quorum.  A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, unless otherwise provided in the Articles of Incorporation, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8.  Voting of Shares.  Each shareholder entitled to vote shall at every meeting of the shareholders be entitled to one (1) vote in person or by proxy, signed by him, for each share of the corporation’s common stock held by him.  Such right to vote shall be subject to the right of the Board of Directors to close the transfer books or to fix a record date for voting shareholders pursuant to the provisions of Article VIII hereinafter.

Section 9.  Proxies.  At all meetings of shareholders, a shareholder may vote by proxy, executed in writing by the shareholder or by his or her duly authorized attorney-in-fact; but no proxy shall be valid after eleven (11) months from its date, unless the proxy provides for a longer period.  Such proxies shall be filed with the Secretary of the corporation before or at the time of the meeting.

Section 10.  Informal Action by Shareholders.

(a)         Any action which may be taken or is required by law to be taken at any annual or special meeting of the shareholders may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding common stock of the corporation.  If any class of stock is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the stock of each class of stock entitled to vote as a class thereon and of the total stock entitled to vote thereon.

(b)         Unless all of the holders of the outstanding stock of the corporation have signed a written consent to an action in accordance with the provisions of paragraph (a) hereinabove, then within ten (10) days after obtaining such written consent notice must be given to those shareholders who have not so consented in writing.  The notice shall fairly summarize the material features of the authorized action, and, if the notion be a merger, consolidation, or sale or exchange of assets for which dissenters’ rights are provided by Florida law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with Florida law regarding the rights of dissenting shareholders.

ARTICLE III

Board of Directors

Section 1.  General Powers.  The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2.  Number, Tenure and Qualifications.  The number of directors of the corporation shall be not less than one (1), nor more than fifteen (15); the number of the same to be fixed by the shareholders at any annual or special meeting.  Each director shall hold office until the next annual meeting of shareholders or until his or her successor has been elected, unless sooner removed by the shareholders at any general or special meeting.  None of the directors need be residents of the State of Florida.

Section 3.  Annual Meeting.  After each annual meeting of shareholders, the Board of Directors shall hold its annual meeting at the same place as and immediately following such annual meeting of shareholders for the purpose of the election of officers and the transaction of such other business as may come before the meeting; and if a majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors.  The place and time of such meeting may also be fixed by written consent of the directors.

Section 4.  Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board, if there be one, or the President or any two (2) directors.  The person or persons authorized to call special meetings of the Board of Directors may fix the place, time and date for holding any special meetings of the Board of Directors called by them.

Section 6.  Notice of Meeting or Waiver Thereof.  Notice of any special meeting shall be given at least two (2) days prior thereto by written notice delivered personally or mailed to each director at his or her business or home address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  If notice is given by cablegram, such notice shall be deemed to be delivered when the cablegram is dispatched.  Any director may waive notice of such meeting either before, at or after such meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notices need not specify the purpose of any meeting.

Section 7.  Quorum.  A majority of the directors shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is secured.

Section 8.  Manner of Acting.  The act of a majority of the directors voting for or against (disregarding any abstentions) at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9.  Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 10.  Compensation.  By resolution of the Board of Directors, the directors may be paid their expenses, if any, for attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors, or a stated salary as directors.  No payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 11.  Presumption of Assent.  A director who is present at a meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto.  A director may abstain from voting on any matter in his or her sole discretion.

Section 12.  Informal Action by Board.  Any action required or permitted to be taken by any provisions of law, by the Articles of Incorporation or these bylaws at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may

be, setting forth the actions so to be taken and filed in the minutes of the proceedings of the Board or of the committee.

Section 13.  Telephonic Meetings.  Members of the Board of Directors or an executive committee shall be deemed present at a meeting of such Board or committee if a conference telephone, or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, is used.

Section 14.  Removal.  Any director may be removed, with or without cause, by the shareholders at any general or special meeting of the shareholders whenever, in the judgment of the shareholders, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed.  This bylaw shall not be subject to change by the Board of Directors.

ARTICLE IV

Officers

Section 1.  Number.  The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.  The Board of Directors may also elect a Chairman of the Board, one or more Vice Presidents, one or more assistant secretaries and assistant treasurers and such other officers as the Board of Directors shall deem appropriate.  Any two (2) or more offices may be held by the same person.

Section 2.  Election and Term of Office.  The officers of the corporation shall be elected annually by the Board of Directors at its first meeting after each annual meeting of shareholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon there-after as may be convenient.  Each officer shall hold office until his or her successor shall have been duly elected and qualified or until his or her death or until he resigns or shall have been removed in the manner hereinafter provided.

Section 3.  Removal.  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.  Duties of Officers.  The Chairman of the Board of the corporation, or the President if there shall not be a Chairman of the Board, shall preside over all meetings of the Board of Directors and of the shareholders which he shall attend.  The President shall be the chief executive officer of the corporation.  Subject to the foregoing, the officers of the corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these bylaws, or as may be assigned to them from time to time by the Board of Directors.

Section 6.  Salaries.  The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

Section 7.  Delegation of Duties.  In the absence of or disability of any officer of the corporation or for any other reason deemed sufficient by the Board of Directors, the Board may delegate his or her powers or duties to any other officer or to any other director for the time being.

ARTICLE V

Executive and Other Committees

Section 1.  Creation of Committees.  The Board of Directors may, by resolution passed by a majority of the Board, designate an Executive Committee and one (1) or more other committees, each to consist of one (1) or more of the directors of the corporation.

Section 2.  Executive Committee.  The Executive Committee, if there shall be one, shall consult with and advise the officers of the corporation in the management of its business and shall have and may exercise, to the extent provided in the resolution of the Board of Directors creating such Executive Committee, such powers of the Board of Directors as can be lawfully delegated by the Board.

Section 3.  Other Committee.  Such other committees shall have such functions and may exercise the powers of the Board of Directors, as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees.

Section 4.  Meetings of Committees.  Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive Committee or such other committees may be called by any member thereof upon two (2) days’ notice to each of the other members of such committee; or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in Section 6 of Article III of these bylaws (pertaining to notice for directors’ meetings).

Section 5.  Vacancies on Committees.  Vacancies on the Executive Committee or on such other committees shall be filled by the Board of Directors then in office at any regular or special meeting.

Section 6.  Quorum of Committees.  At all meetings of the Executive Committee or such other committees, a majority of the committee members then in office shall constitute a quorum for the transaction of business.

Section 7.  Manner of Acting of Committees.  The acts of a majority of the members of the Executive Committee or such other committees present at any meeting at which there is a quorum shall be the act of such committee.

Section 8.  Minutes of Committees.  The Executive Committee, if there shall be one, and such other committee shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 9.  Compensation.  Members of the Executive Committee and such other committees may be paid compensation in accordance with the provisions of Section 10 of Article III (pertaining to compensation of directors).

ARTICLE VI

Indemnification and Advancement of Expenses for
Directors, Officers, Employees and Agents

The corporation shall indemnify and advance expenses to any person who was or is a party to any proceeding or threatened proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation; subject in each instance to satisfaction of all applicable requirements under Chapter 607, Florida Statutes.

Additionally, the corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, as it may desire; subject, however, to the restrictions contained in Chapter 607, and in particular Section 607.0850(7), Florida Statutes.

ARTICLE VII

Certificates of Stock

Section 1.  Certificates for Shares.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by the President or a Vice President and the Secretary or an assistant secretary exhibiting the holder’s name and certifying the number of shares owned by him in the corporation.  The certificates shall be numbered and entered in the books of the corporation as they are issued.

Section 2.  Transfer of Shares.  Transfers of shares of the corporation shall be made upon its books by the holder of the shares in person or by his or her lawfully constituted representative upon surrender of the certificate of stock for cancellation.  The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Florida.

Section 3.  Facsimile Signature.  Where a certificate is manually signed on behalf of a transfer agent or a registrar other than the corporation itself or an employee of the corporation, the signature of any such President, Vice President, Secretary or assistant secretary may be a facsimile.  In case any officer or officers who have signed or whose facsimile signature or signatures shall cease to be such officer or officers of the corporation, such certificate or certificates may, nevertheless, be adopted by the corporation and be issued and delivered as though the person or persons who signed

such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Section 4.  Lost Certificates.  The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore issued by the corporation and alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates or his or her legal representative to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE VIII

Record Date

The Board of Directors is authorized from time to time to fix in advance a date, not more than sixty (60) nor less than ten (10) days before the date of any meeting of shareholders, or not more than sixty (60) days prior to the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion of or exchange of stock shall go into effect, or a date in connection with the obtaining of the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment, or to exercise the rights in respect of any such change, conversion or exchange of stock, or to give such consent, as the case may be; and, in such case, such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

ARTICLE IX

Dividends

The Board of Directors may from time to time declare and the corporation may pay dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by the Articles of Incorporation and by law.  Dividends may be paid in cash, in property or in shares of stock, subject to the provisions of the Articles of Incorporation and to law.

ARTICLE X

Fiscal Year

The fiscal year of the corporation shall be the twelve (12) month period selected by the Board of Directors as the taxable year of the corporation for Federal income tax purposes.

ARTICLE XI

Seal

The corporate seal shall bear the name of the corporation, which shall be between two concentric circles, and in the inside of the inner circle shall be the calendar year of incorporation; an impression of said seal appearing on the margin hereof.

ARTICLE XII

Stock in Other Corporations

Shares of stock in other corporations held by this corporation shall be voted by such officer or officers of this corporation as the Board of Directors shall from time to time designate for the purpose, or by a proxy thereunto duly authorized by said Board.

ARTICLE XIII

Amendments

These bylaws may be altered, amended, or repealed in whole or in part, and new bylaws may be adopted by the Board of Directors or by the vote of shareholders owning a majority of each class of stock of the corporation entitled to vote thereon.

EX-3.45

Exhibit 3.45

CERTIFICATE ACCOMPANYING
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF

ENGLEWOOD ONCOLOGY, P.A.

Pursuant to the provisions of Section 621.13(4) of the Professional Service Corporation and Limited Liability Company Act and Sections 607.1003 and 607.1007 of the Florida Business Corporation Act, it is hereby certified that:

FIRST:           The name of the corporation is Englewood Oncology, P.A. (the “Corporation”).

SECOND:              The Amended and Restated Articles of Incorporation that this certificate accompanies contain amendments to the Corporation’s articles of incorporation that required shareholder approval.

THIRD:         The Amended and Restated Articles of Incorporation were duly approved and adopted in accordance with Sections 607.1003 and 607.0821 of the Florida Business Corporation Act on February 7, 2006 by joint action by written consent of the board of directors of the Corporation and the holders of the Corporation’s common shares representing the number of votes sufficient to approve the Amended and Restated Articles of Incorporation of the Corporation and the amendments contained therein.  No other voting group was entitled to vote on the amendments.

FOURTH:             The Amended and Restated Articles of Incorporation amend and restate the Corporation’s Articles of Incorporation in their entirety and shall be the articles of incorporation of the Corporation.

Dated February 10, 2006.

Englewood Oncology, P.A.,
a Florida corporation
By:	/s/ Alan H. Porter
Name:	Alan H. Porter, M.D.
Title:	President

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF

ENGLEWOOD ONCOLOGY, P.A.

Pursuant to the provisions of Sections 607.1001, 607.1003 and 607.1007 of the Florida Business Corporation Act (the “Act”) and Section 621.13 of the Professional Service Corporation and Limited Liability Company Act, the undersigned corporation, Englewood Oncology, P.A., approves and adopts the following Amended and Restated Articles of Incorporation:

ARTICLE I.

Name

The name of the corporation (hereinafter referred to as the “Corporation”) is:

Englewood Oncology, Inc.

ARTICLE II.

Principal Offices and Mailing Address

The principal office and mailing address of the Corporation is 720 Doctors Drive, Englewood, Florida, 34423.

ARTICLE III.
Shares

The Corporation shall have authority to issue 10,000 common shares of capital stock with a par value of $1.00 per share.

ARTICLE IV.

Registered Office & Agent

The street address of the registered office of the Corporation is 1201 Hays Street, Tallahassee, Florida 32301-2525, and the name of its registered agent is Corporation Service Company.

ARTICLE V.

Board of Directors

The number of directors of the corporation shall such number as from time to time fixed by, or in the manner prescribed by, the bylaws of the Corporation.

ARTICLE VI.

Incorporators

The name of incorporator of this incorporation is Alan H. Porter, M.D. and the street address of the incorporator is 720 Doctors Drive, Englewood, Florida, 34423.

ARTICLE VII.

Indemnification

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages to the Corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the Florida Business Corporation Act.

The Corporation shall indemnify to the full extent permitted by law any person who is made, or is threatened to be made, a party to any action suit or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that he or she is or was a director or officer of the Corporation or serves or served any other enterprises at the request of the Corporation.  If the Florida Business Corporation Act is amended after the filing of these Amended and Restated Articles of Incorporation of which this Article VII is a part to authorized corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Florida Business Corporation Act as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

The Corporation has caused these Amended and Restated Articles of Incorporation to be executed on this 7th day of February 2006.

Englewood Oncology, P.A.,
a Florida corporation
By:	/s/ Alan H. Porter
Name:	Alan H. Porter, M.D.
Title:	President

2

ACCEPTANCE BY REGISTERED AGENT

Having been named as registered agent and to accept service of process for Englewood Oncology, Inc., at the place designated as the registered office, I hereby accept the appointment as registered agent and agree to act in this capacity.  I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the duties and obligations of my position as registered agent.

Dated this 10th day of February, 2006.

CORPORATION SERVICE COMPANY
By:	/s/ Jeanine Reynolds
Name:	Jeanine Reynolds
Title:	as its agent

EX-3.46

Exhibit 3.46

As Adopted February 14, 2006

AMENDED AND RESTATED BYLAWS

OF

ENGLEWOOD ONCOLOGY, INC.

ARTICLE I

Offices

The principal office shall be in the State of Florida or at such other location, within or outside of Florida as the Board of Directors may elect.

The corporation may also have Offices at such other places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Shareholders

Section 1.  Annual Meeting.  The annual meeting of the shareholders shall be held within the (3) month period beginning with the first day of the last month of the fiscal year of the corporation for the purpose of electing directors and for the transaction of such other business as may come before the meeting; the actual day thereof to be set forth in the Notice of Meeting or in the Call and Waiver of Notice of Meeting.  If the election of directors shall not be held at any such annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2.  Special Meeting.  Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by law or by the Articles of Incorporation, may be called by the President or by the Board of Directors, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors then in office, or at the request in writing of shareholders owning not less than one-tenth (1/10th) of the entire capital stock of the corporation issued and outstanding and entitled to vote thereat.  Such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice thereof.

Section 3.  Place of Meeting.  The Board of Directors may designate any place either within or without the State of Florida, unless otherwise prescribed by law or by the Articles of Incorporation, as the place of meeting for any annual meeting or for any special meeting of the shareholders.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place either within or without the State of Florida, unless otherwise prescribed by

law or by the Articles of Incorporation, as the place for the holding of such meeting.  If no designation is made or if a Special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Florida.

Section 4.  Notice of Meeting.  Written or printed notice stating the place, day and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10).nor more than sixty (60) days before the date of the meeting, either by hand delivery, express or other delivery service, telecopier, telegram, telex, mailgram, cablegram or other delivery method or by first-class mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her business or home address or the shareholder’s address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5.  Waiver of Notice of Meeting.  Whenever any notice to a shareholder is required pursuant to the provisions of Section 4 hereinabove, each shareholder may waive such .notice in writing at anytime before or after the time for the delivery of such notice, and such written waiver of notice shall be equivalent to the giving of such notice.  Attendance at any meeting by any shareholder to whom notice of such meeting must be given pursuant to the provisions of Section 4 hereinabove shall constitute a waiver of notice of such meeting by such shareholder, except when the shareholder attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting is not lawfully called or convened.

Section 6.  Voting Lists.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof arranged in alphabetical order, with the address and the number and class and series of shares held by each; which list, for at period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder during the whole time of the meeting.  The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of the shareholders.

Section 7.  Quorum.  A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, unless otherwise provided in the Articles of Incorporation, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  The shareholders may present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8.  Voting of Shares.  Each shareholder entitled to vote shall at every meeting of the shareholders be entitled to one (1) vote in person or by proxy, signed by him, for each share of the corporation’s common stock held by him.  Such right to vote shall be subject to the right of the Board of Directors to close the transfer books or to fix a record date for voting shareholders pursuant to the provisions of Article VIII hereinafter.

Section 9.  Proxies.  At all meetings of shareholders, a shareholder may vote by proxy, executed in writing by the shareholder or by his or her duly authorized attorney-in-fact; but no proxy shall be valid after eleven (11) months from its date, unless the proxy provides for a longer period.  Such proxies shall be filed with the Secretary of the corporation before or at the time of the meeting.

Section 10.  Informal Action by Shareholders.

(a)           Any action, which may be taken or is required by law to be taken at any annual or special meeting of the-shareholders may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding common stock of the corporation.  If any class of stock is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the stock of each class of stock entitled to vote as a class thereon and of the total stock entitled to vote thereon.

(b)           Unless all of the holders of the outstanding, stock of the corporation have signed a written consent to an action in accordance with the provisions of paragraph (a) hereinabove, then within ten (10) days after obtaining such written consent notice must be given to the shareholders who have not so consented in writing.  The notice shall fairly summarize the material features of the authorized action, and, if the action be a merger, consolidation, or sale exchange of assets for which dissenters’ rights are provided by Florida law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with Florida law regarding the rights of dissenting shareholders.

ARTICLE III

Board of Directors

Section 1.  General Powers.  The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2.  Number, Tenure and Qualifications.  The number of directors of the corporation shall be not less than one (1), nor more than fifteen (15); the number of the same to be fixed by the shareholders at any annual or special meeting.  Each director shall hold office until the next annual meeting of shareholders or until his or her successor has been elected, unless sooner removed by the shareholders at any general or special meeting.  None of the directors need be residents of the State of Florida.

Section 3.  Annual Meeting.  After each annual meeting of shareholders, the Board of Directors shall hold its annual meeting at the same place as and immediately following such

annual meeting of shareholders for the purpose of the election of officers and the transaction of such other business as may come before the meeting; and if a majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors.  The place and time of such meeting may also be fixed by written consent of the directors.

Section 4.  Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors.

Section 5.  Special Meetings.  Special Meetings of the Board of Directors may be called by the Chairman of the Board, if there be one, or the President or any two (2) directors. The person or persons authorized to special meetings of the Board of Directors may fix the place, time and date for holding any special meetings of the Board of Directors called by them.

Section 6.  Notice of Meeting or Waiver Thereof.  Notice of any special meeting shall be given at least two (2) days prior thereto by written notice delivered personally or mailed to each director his or her business or home address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid.  If notice be given by Telegram, such notice shall be deemed to be delivered when the telegram is delivered to telegraph company.  If notice is given by cablegram, such notice shall be deemed to be delivered when the Cablegram is dispatched.  Any director may waive notice of such meeting either before, at or after such meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice need not specify the purpose of any meeting.

Section 7.  Quorum.  A Majority of the directors shall constitute a quorum, but a smaller number may adjourn from one to time without further notice mail a quorum is secured.

Section 8.  Member of Acting.  The act of a majority of the directors voting for or against (disregarding any abstentions) at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9.  Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 10.  Compensation.  By resolution of the Board of Directors, the directors may be paid their expenses, if any, for attendance at each meeting of the Board of Directors, and maybe paid a fixed sum for attendance at each meeting of the Board of Directors, or a stated salary as directors.  No payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 11.  Presumption of Assent.  A director who is present at a meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken,

unless he votes against such action or abstains from voting in respect thereto.  A director may abstain from voting on any matter in his or her sole discretion.

Section 12.  Informal Action by Board.  Any action required or permitted to be taken by any provisions of law, by the Articles of Incorporation or these bylaws at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, setting forth the actions so to be taken and filed in the minutes of the proceedings of the Beard or of the committee.

Section 13.  Telephonic Meetings.  Members of the Board of Directors or an executive committee shall be deemed present at a meeting of such Board or committee if a conference telephone, or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, is used.

Section 14.  Removal.  Any director may be removed, with or without cause, by the shareholders at any general or special meeting of the shareholders whenever, in the judgment of the shareholders, the best interest of the corporation will be served thereby, but such removal than be without prejudice the contract rights, if any, of the person removed.  This bylaw shall not be subject to change by the Board of Directors.

ARTICLE IV

Officers

Section 1.  Number.  The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.  The Board of Directors may also elect a Chairman of the Board, one or more Vice Presidents, one or more assistant secretaries and assistant treasurers an such other officers as the Board of Directors shall deem appropriate.  Any two (2) or more offices may be held by the same person.

Section 2.  Election and Term of Office.  The officers of the corporation shall he elected annually by the Board of Directors at its first meeting after each annual meeting of shareholders.  If the election of officers shall not be held at such meeting, such election shall he held as soon thereafter as may be convenient.  Each officer shall hold office until his or her successor shall have been duly elected and qualified or until his or her death or until he resigns or shall have been removed in the manner hereinafter provided.

Section 3.  Removal.  Any officer elected or appointed by the Beard of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.  Duties of Officers.  The Chairman of the Board of the corporation, or the President if there shall not be a Chairman of the Board, shall preside over all meetings of the Board of Directors and of the shareholders which he shall attend.  The President shall be the chief executive officer of the corporation.  Subject to the foregoing, the officers of the corporation shell have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these bylaws, or as may be assigned to them from time to time by the Board of Directors.

Section 6.  Salaries.  The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

Section 7.  Delegation of Duties.  In the absence of or disability of any officer of the corporation or for any other reason deemed sufficient by the Board of Director, the Board may delegate his or her powers or duties to any other officer or to any other director for the time being.

ARTICLE V

Executive and Other Committee

Section 1.  Creation of Committees.  The Board of Directors may, by resolution passed by a majority of the Board, designate an Executive Committee and one (1) or more other committees, each to consist of one (1) or more of the directors of the corporation.

Section 2.  Executive Committee.  The Executive Committee, if there shall be one, shall consult with and advise the officers of the corporation in the management of its business and shall have and may exercise, to the extent provided in the resolution of the Board of Directors creating such Executive Committee, such powers of the Board of Directors as can be lawfully delegated by the Board.

Section 3.  Other Committees.  Such other committees shall have such functions and may exercise the powers of the Board of Directors, as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees.

Section 4.  Meetings of Committees.  Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive Committee or such other committees may be called by any Member thereof upon two (2) days’ notice to reach of the other members of such committee; or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in Section 6 of Article III of these bylaws (pertaining to notice for directors’ meetings).

Section 5.  Vacancies on Committees.  Vacancies on the Executive Committee or on such other committees shall be filled by the Board of Directors then in office at any regular or special meeting.

Section 6.  Quorum of Committees.  At all meetings of the Executive Committee or such other committees, a majority of the committee members then in office shall constitute a quorum for the transaction of business.

Section 7.  Manner of Acting of Committees.  The acts of a majority of the members of the Executive Committee or such other committees present at any meeting at which there is a quorum shall be the act of such committee.

Section 8.  Minutes of Committees.  The Executive Committee, if there shall be one, and such other committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 9.  Compensation.  Members of the Executive Committee and such other committees may be paid compensation in accordance with the provisions of Section 10 of Article III (pertaining to compensation of directors).

ARTICLE VI

Indemnification and Advancement of Expenses for
Directors, Officers, Employees and Agents

The corporation shall indemnify and advance expenses to any person who was or is a party to any proceeding or threatened proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation, subject in each instance to satisfaction of all applicable requirements under Chapter 607, Florida Statutes.

Additionally, the corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, as it may desire; subject, however, to the restrictions contained in Chapter 607, and in particular Section 607.0850(7), Florida Statutes.

ARTICLE VII

Certificates of Stock

Section 1.  Certificates for Shares.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by the President or a Vice President and the Secretary or an assistant secretary exhibiting the holder’s name and certifying the number of shares owned by him in the corporation.  The certificates shall be numbered and entered in the books of the corporation as they are issued.

Section 2.  Transfer of Shares.  Transfers of shares of the corporation shall be made upon its books by the holder of the shares in person or by his or her lawfully constituted representative upon surrender of the certificate of stock for cancellation.  The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Florida.

Section 3.  Facsimile Signature.  Where a certificate is manually signed on behalf of a transfer agent or registrar other than the corporation itself or an employee of the corporation, the signature of any such President, Vice President, Secretary or assistant secretary may be a facsimile.  In case any officer or officers who have signed or whose facsimile signature or signatures shall cease to be such officer or officers of the corporation, such certificate or certificates may, nevertheless, be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Section 4.  Lost Certificate.  The Board Of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore issued by the corporation and alleged to have been lost or destroyed upon the making of any affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates or his or her legal representative to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE VIII

Record Date

The Board of Directors is authorized from time to time to fix in advance a date, not more than sixty (60) nor less than ten (10) days before the date of any meeting of shareholders, or not more than sixty (60) days prior to the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion of or exchange of stock shall go into effect, or a date in connection with the obtaining of the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment, or to exercise the rights in respect of any such change, conversion or exchange of stock, or to give such consent, as the case may be; and, in such case, such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall he entitled to such notice of and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

ARTICLE IX

Dividends

The Board of Directors may from time to time declare and the corporation may pay dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by the Articles of Incorporation and by law.  Dividends may be paid in cash,

property or in shares of stock, subject to the provisions of the Articles of Incorporation and to law.

ARTICLE X

Fiscal Year

The fiscal year of the corporation shall be the twelve (12), month period selected by the Board of Directors as the taxable year of the corporation for Federal income tax purposes.

ARTICLE XI

Seal

The corporate seal shall bear the name of the corporation, which shall be between two concentric circles, and in the inside of the inner circle shall be the calendar year of incorporation; an impression of said seal appearing on the margin hereof.

ARTICLE XII

Stock in Other Corporations

Shares of stock in other corporations held by this corporation shall be voted by such officer or officers of this corporation as the Board of Directors shall from time to time designate for the purpose, or by a proxy thereunto duly authorized by said Board.

ARTICLE XIII

Amendments

These bylaws may be altered, amended, or repealed in whole or in part, and new bylaws may be adopted by the Beard of Directors or by the vote of shareholders owning a majority of each class of stock of the corporation entitled to vote thereon.

EX-3.47

Exhibit 3.47

ARTICLES OF INCORPORATION

OF

INTERHEALTH FACILITY TRANSPORT, INC.

I, the undersigned, hereby make, subscribe, acknowledge and file with the Secretary of State of the State of Florida these Articles of Incorporation for the purpose of forming a corporation for profit in accordance with the laws of the State of Florida.

ARTICLE I

Name

The name of this corporation shall be:

INTERHEALTH FACILITY TRANSPORT, INC.

ARTICLE II

Existence of Corporation

This corporation shall begin existence on June 1, 1980, and shall have perpetual existence.

ARTICLE III

Purposes

The general nature of the business to be transacted by this corporation and the general purposes for which the corporation is organized shall be to provide transportation for patients seeking medical treatment, and to engage in any and all businesses and matters incidental to or connected with the foregoing in any manner or way whatsoever.   Furthermore, the corporation may engage in the transaction of any or all lawful business for which corporations may be incorporated under the laws of the state of Florida.

ARTICLE IV

General Powers

The corporation shall have power:

(a)           To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property or any interest therein, wherever situated.

(b)           To sell, convey, mortgage, pledge, create a security interest in, lease, exchange, transfer, and otherwise dispose of all or any part of its property assets.

(c)           To lend money to, and use its credit to assist, its officers and employees in accordance with Section 607.141, Florida Statutes.

(d)           To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof.

(e)           To make contracts, guarantee and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchise, and income.

(f)            To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

(g)           To conduct its business, maintain its offices and exercise the powers granted it by the State of Florida, whether within or without the state.

(h)           To elect or appoint officers and agents of the corporation and define their duties and fix their compensation.

(i)            To make and alter bylaws, in a manner consistent with the laws of the state of Florida, for the administration and regulation of the affairs of the corporation.

(j)            To make donations for the public welfare or for charitable, scientific, or educational purposes.

(k)           To transact any lawful business that the Board of Directors deems to be consistent with governmental policy.

(l)            To pay pensions and establish pension plans, profit sharing plans, stock bonus plans, stock option plans, and other incentive plans for any or all of its directors, officers, and employees and for any or all of the directors, officers and employees of its subsidiaries.

(m)          To be a promoter, incorporator, partner, member, associate, or manager of any corporation, partnership, joint venture, trust, or other enterprise.

(n)           To have and exercise all powers necessary or convenient to effect its purposes.

ARTICLE V

Capital Stock

(a)           The total number of shares of capital stock authorized to be issued by the corporation shall be 7,000 shares having a par value of $1.00 per share.  Each of the said shares

of stock shall entitle the holder thereof to one (1) vote at any meeting of the stockholders.  All or any part of said capital stock may be paid for in cash, in property or in labor or services actually performed for the corporation and valued at a fair valuation to be fixed by the Board of Directors at a meeting called for such purpose.  All stock when issued shall be paid for and shall be non-assessable.

(b)           In the election of directors of this corporation there shall be no cumulative voting of the stock entitled to vote at such election.

ARTICLE VI

Registered Office and Registered Agent

The street address of the corporation’s initial registered office is 220 Madison Street, Tampa, Florida 33602, and the name of the corporation’s initial registered agent at such address is J. M. (Mac) Stipanovich.  The corporation may change its registered office or its registered agent or both by filing with the Department of State of the state of Florida a statement complying with Section 607.037, Florida Statutes.

ARTICLE VII

Initial Board of Directors

The number of directors constituting the initial Board of Directors shall be two (2), and the name and address of each person who is to serve as a member thereof is as follows:

Name	Address
Alan H. Porter, M.D.	3663 Bee Ridge Road Sarasota, Florida 33580
William Steed Van Cise, M.D.	3663 Bee Ridge Road Sarasota, Florida 33580

ARTICLE VIII

Incorporators

The name and address of the incorporator of this corporation is as follows:

Name	Address
J. M. (Mac) Stipanovich	220 Madison Street Tampa, Florida 33602

ARTICLE IX

Amendment of Articles of Incorporation

The corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are subject to this reservation.

IN WITNESS WHEREOF, I, the undersigned, have executed these Articles for the uses and purposes therein stated.

/s/ J.M. (Mac) Stipanovich

J. M. (Mac) Stipanovich

EX-3.48

Exhibit 3.48

BYLAWS

OF

INTERHEALTH FACILITY TRANSPORT, INC.

ARTICLE I

Offices

The principal office shall be in the City of Sarasota, County of Sarasota, and State of Florida.

The corporation may also have offices at such other places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Stockholders

Section 1.Annual Meeting.  The annual meeting of the stockholders shall be held within the three (3) month period beginning with the first day of the last month of the fiscal year of the corporation for the purpose of electing Directors and for the transaction of such other business as may come before the meeting, the actual day thereof to be set forth in the Notice of Meeting or in the Call and Waiver of Notice of Meeting.   If the election of Directors shall not be held at any such annual meeting of the stockholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be, convenient.

Section 2.Special Meetings.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by the Articles of Incorporation, may be called by the President or by the Board of Directors, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors then in office, or at the request in writing of stockholders owning not less than one-tenth of the entire capital stock of the corporation issued and outstanding and entitled to vote thereat.  Such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice thereof.

Section 3.Place of Meeting.  The Board of Directors may designate any place, either within or without the State of Florida unless otherwise prescribed by law or by the Articles of Incorporation, as the place of meeting for any annual meeting or for any special meeting of the stockholders.  A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the State of Florida unless otherwise prescribed by law or by the Articles of Incorporation, as the place for the holding of such meeting.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Florida.

Section 4.Notice of Meeting.  Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by first-class mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5.Waiver of Notice of Meeting.  Whenever any notice to a stockholder is required pursuant to the provisions of Section 4 hereinabove, each stockholder may waive such notice in writing at any time before or after the time for the delivery of such notice, and such written waiver of notice shall be equivalent to the giving of such notice.  Attendance at any meeting by any stockholder to whom notice of such meeting must be given pursuant to the provisions of Section 4 hereinabove shall constitute a waiver of notice of such meeting by such stockholder, except when the stockholder attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting is not lawfully called or convened.

Section 6.Voting Lists.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address and the number and class and series of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection of any stockholder during the whole time of the meeting.  The original stock transfer book shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of the stockholders.

Section 7.Quorum.  A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, unless otherwise provided in the Articles of Incorporation, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 8.Voting of Shares.  Each stockholder entitled to vote shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy, signed by him, for each share of the voting stock held by him that has been transferred on the books of the corporation prior to such meeting.  Such right to vote shall be subject to the right of the Board of Directors to close the transfer books or to fix a record date for voting stockholders pursuant to the provisions of Article VIII hereinafter.

Section 9.Proxies.  At all meetings of stockholders, a stockholder may vote by proxy, executed in writing by the stockholder or by his duly authorized attorney-in-fact; but no proxy

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shall be valid after eleven (11) months from its date, unless the proxy provides for a longer period.  Such proxies shall be filed with the Secretary of the corporation before or at the time of the meeting.

Section 10.Informal Action by Stockholders.

(a)Any action which may be taken, or is required by law to be taken, at any annual or special meeting of the stockholders may be taken without a meeting, without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding stock of the corporation.  If any class of stock is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the stock of each class of stock entitled to vote as a class thereon and of the total stock entitled to vote thereon.

(b)Unless all of the holders of the outstanding stock of the corporation have signed a written consent to an action in accordance with the provisions of paragraph (a) hereinabove, then within ten (10) days after obtaining such written consent, notice must be given to those stockholders who have not so consented in writing.  The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation, or sale or exchange of assets for which dissenters rights are provided by Florida law, the notice shall contain a clear statement of the right of stockholders dissenting therefrom to be paid the fair value of their shares upon compliance with Florida law regarding the rights of dissenting stockholders.

ARTICLE III

Board of Directors

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2.Number, Tenure and Qualifications.  The number of directors of the corporation shall be not less than one (1), nor more than fifteen (15), the number of the same to be fixed by the stockholders at any annual or special meeting.  Each Director shall hold office until the next annual meeting of stockholders and until his successor has been qualified, unless sooner removed by the stock holders at any general or special meeting.  None of the Directors need be residents of the State of Florida.

Section 3.Annual Meeting.  After each annual meeting of stockholders, the Board of Directors shall hold its annual meeting at the same place as and immediately following such annual meeting of stockholders for the purpose of the election of officers and the transaction of such other business as may come before the meeting; and if a majority of the Directors be present at such place and time, no prior notice of such meeting shall be required to be given to the Directors.  The place and time of such meeting may also be fixed by written consent of the Directors.

Section 4.Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors.

Section 5.Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board, if there be one, or the President or any two (2) Directors. The

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person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meetings of the Board of Directors called by them.

Section 6.Notice of Meeting or Waiver Thereof.  Notice of any special meeting shall be given at least three (3) days prior thereto by written notice delivered personally or mailed to each Director at his business address, or by telegram, or cablegram.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid.  If notice be given by telegram or cablegram, such notice shall be deemed to be delivered when the telegram or cablegram is delivered to the telegraph company.  If notice is given by cablegram, such notice shall be deemed to be delivered when the cablegram is dispatched.  Any Director may waive notice of such meeting, either before, at or after such meeting.  The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.Quorum.  A majority of the Directors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured.

Section 8.Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9.Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors.  A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 10.Compensation.  By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors, or a stated salary as Directors.  No payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 11.Presumption of Assent.  A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 12.Informal Action by Board.  Any action required or permitted to be taken by any provisions of law, of the Articles of Incorporation or these bylaws at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, setting forth the actions so to be taken and filed in the minutes of the proceedings of the Board or of the committee.

Section 13.Telephonic Meetings.  Members of the Board of Directors or an executive committee shall be deemed present at a meeting of such board or committee if a conference telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time is used.

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Section 14.Removal.  Any director may be removed, with or without cause, by the stockholders at any general or special meeting of the stockholders whenever, in the judgment of the stockholders, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed.  This bylaw shall not be subject to change by the Board of Directors.

ARTICLE IV

Officers

Section 1.Number.  The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.  The Board of Directors may also elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and such other officers as the Board of Directors shall deem appropriate.  Any two (2) or more offices may be held by the same person.

Section 2.Election and Term of Office.  The officers of the corporation shall be elected annually by the Board of Directors at its first meeting after each annual meeting of stockholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3.Removal.  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.Vacancies.   A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.Duties of Officers.  The chairman of the Board of the corporation, or the President if there shall not be a Chairman of the Board, shall preside at all meetings of the Board of Directors and of the stockholders which he shall attend.  The President shall be the chief executive officer of the corporation.  Subject to the foregoing, the officers of the corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these bylaws, or as may be assigned to them from time to time by the Board of Directors.

Section 6.Salaries.  The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

Section 7.Delegation of Duties.  In the absence of or disability of any officer of the corporation or for any other reason deemed sufficient by the Board of Directors, the Board may delegate his powers or duties to any other officer or to any other Director for the time being.

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ARTICLE V

Executive and Other Committees

Section 1.Creation of Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate an Executive Committee and one or more other committees, each to consist of one (1) or more of the Directors of the corporation.

Section 2.Executive Committee.  The Executive Committee, if there shall be one, shall consult with and advise the officers of the corporation in the management of its business and shall have and may exercise to the extent provided in the resolution of the Board of Directors creating such Executive Committee such powers of the Board of Directors as can be lawfully delegated by the Board.

Section 3.Other Committees.  Such other committees shall have such functions and may exercise the powers of the Board of Directors as can be lawfully delegated and to the extent provided in the resolution or resolutions creating such committee or committees.

Section 4.Meetings of Committees.  Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive Committee or such other committees may be called by any member thereof upon two (2) days’ notice to each of the other members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in Section 6 of Article III of these bylaws (pertaining to notice for Directors’ meetings).

Section 5.Vacancies on Committees.  Vacancies on the Executive Committee or on such other committees shall be filled by the Board of Directors then in office at any regular or special meeting.

Section 6.Quorum of Committees.  At all meetings of the Executive Committee or such other committees, a majority of the committee’s members then in office shall constitute a quorum for the transaction of business.

Section 7.Manner of Acting of Committees.  The acts of a majority of the members of the Executive Committee or such other committees, present at any meeting at which there is a quorum, shall be the act of such committee.

Section 8.Minutes of Committees.  The Executive Committee, if there shall be one, and, such other committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 9.Compensation.  Members of the Executive Committee and such other committees may be paid compensation in accordance with the provisions of Section 10 of Article III (pertaining to compensation of Directors)..

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ARTICLE VI

Indemnification of Directors and Officers

The corporation shall, and does hereby indemnify any person made a party to an action, suit or proceeding, whether civil or criminal, brought to impose a liability or penalty on such person for an act alleged to have been committed by such person in his capacity of director or officer of the corporation, or for any other corporation which he served as such at the request of the corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action, suit or proceeding, or any appeal therein, if such director or officer acted in good faith in the reasonable belief that such action was in the best interests of the corporation, and in criminal actions or proceedings, without reasonable ground for belief that such action was unlawful.  The termination of any such civil or criminal action, suit or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere shall not in itself create a presumption that any director or officer did not act in good faith in the reasonable belief that such action was in the best interests of the corporation or that he had reasonable ground for belief that such action was unlawful.  The foregoing rights of indemnification shall apply to the heirs and personal representatives of any such director or officer and shall not be exclusive of other rights to which any provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or otherwise apply.

ARTICLE VII

Certificates Of Stock

Section 1.Certificates for Shares.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by the President or a Vice President and the Secretary or an Assistant Secretary, exhibiting the holder’s name and certifying the number of shares owned by him in the corporation.  The certificates shall be numbered and entered in the books of the corporation as they are issued.

Section 2.Transfer of Shares.  Transfers of shares of the corporation shall be made upon its books by the holder of the shares in person or by his lawfully constituted representative, upon surrender of the certificate of stock for cancellation.  The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Florida.

Section 3.Facsimile Signature.  Where a certificate is manually signed on behalf of a transfer agent or a registrar other than the corporation itself or an employee of the corporation, the signature of any such President, Vice President, Secretary or Assistant Secretary may be a facsimile.  In case any officer or officers who have signed, or whose facsimile signature or signatures shall cease to be such officer or officers of the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Section 4.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation

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alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE VIII

Record Date

The Board of Directors is authorized, from time to time, to fix in advance a date, not more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, or not more than sixty (60) days prior to the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion of or exchange of stock shall go into effect, or a date in connection with the obtaining of the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment, or to exercise the rights in respect of any such change, conversion or exchange of stock, or to give such consent, as the case may be; and, in such case, such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

ARTICLE IX

Dividends

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by the Articles of Incorporation and by law.  Dividends may be paid in cash, in property or in shares of stock, subject to the provisions of the Articles of Incorporation and to law.

ARTICLE X

Fiscal Year

The fiscal year of the corporation shall be the twelve (12) month period selected by the Board of Directors as the taxable year of the corporation for federal income tax purposes.

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ARTICLE XI

Seal

The corporate seal shall bear the name of the corporation, which shall be between two concentric circles, and in the inside of the inner circle shall be the calendar year of incorporation, an impression of said seal appearing on the margin hereof.

ARTICLE XII

Stock in Other Corporations

Shares of stock in other corporations held by this corporation shall be voted by such officer or officers of this corporation as the Board of Directors shall from time to time designate for the purpose or by a proxy thereunto duly authorized by said Board.

ARTICLE XIII

Amendments

These bylaws may be altered, amended, or repealed in whole or in part, and new bylaws may be adopted, by the Board of Directors or by the vote of stockholders owning a majority of the stock of the corporation entitled to vote thereon.

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EX-3.49

Exhibit 3.49

ARTICLES OF ORGANIZATION
OF
JAXPET/Positech, L.L.C.
A LIMITED LIABILITY COMPANY

* * *

ARTICLE I
NAME

The name of this limited liability company (the “Company”) is JAXPET/Positech, L.L.C.

ARTICLE II
DURATION

The Company’s duration shall be perpetual unless sooner dissolved.

ARTICLE III
PRINCIPAL OFFICE

The mailing address and the street address of the principal office of the Company is 3599 University Blvd. South, Jacksonville, FL 32216.

ARTICLE IV
REGISTERED OFFICE AND AGENT

The initial registered office of the Company is 225 Water St., Suite 2050, Jacksonville Beach, FL 32207, and its initial registered agent is Nathan D. Goldman.

ARTICLE V
PURPOSE AND POWERS

The Company is organized with a general business purpose, has all powers provided by law and may use those powers to any lawful purpose.

ARTICLE VI
MANAGEMENT

The Company shall be managed by a manager.  The initial manager shall be:

Name	Address
U.S. CANCER CARE, INC.	Jeffrey A. Goffman, Vice Chairman 3599 University Blvd. South Jacksonville, FL 32216

The initial manager shall serve until the first annual meeting of the Company’s members or, if later, until his successor is elected and qualifies.

ARTICLE VII
ADMISSION OF NEW MEMBERS

The Company may admit new members as provided in the Company’s Operating Agreement.

ARTICLE VIII
CONTINUATION OF BUSINESS

The remaining members of the Company may continue its business upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of a member or the occurrence of any other event which terminates the continued membership of the member in the Company as provided in the Operating Agreement of the Company.

ARTICLE IX
RELATIONSHIP OF ARTICLES OF ORGANIZATION TO OPERATING AGREEMENT

If a provision of these Articles of Organization differs from a provision of the Company’s Operating Agreement, then, to the extent allowed by law, the Operating Agreement will govern.

IN WITNESS WHEREOF, the undersigned have duly executed these Articles of Organization as of this 8th day of June 2000.

/s/ Jeffrey A. Goffman

Jeffrey A. Goffman

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CERTIFICATE DESIGNATING REGISTERED OFFICE AND REGISTERED

AGENT FOR THE SERVICE OF PROCESS WITHIN FLORIDA

In compliance with Sections 608.415 and 608.507, Florida Statutes, the following is submitted:

JAXPET/Positech, L.L.C., desiring to organize or qualify under the laws of the State of Florida hereby designates Nathan D. Goldman as its registered agent to accept service of process within the State of Florida and the address of its registered office shall be 225 Water St., Suite 2050, Jacksonville Beach, FL 32202.

DATED this 7 day of June, 2000.

/s/ Jeffrey A. Goffman

Jeffrey A. Goffman, Vice Chairman of

Member/Manager U.S. Cancer Care, Inc.

Having been named as registered agent to accept service of process for the above stated corporation, at the place designated in this certificate, I hereby agree to accept the appointment as registered agent and agree to act in this capacity.  I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

DATED this 28 day of June, 2000.

/s/ Nathan D. Goldman

Nathan D. Goldman

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EX-3.50

Exhibit 3.50

JAXPET/POSITECH, LLC

Amended and Restated Operating Agreement

Dated as of August 31, 2004

JAXPET/POSITECH, LLC

FIRST AMENDED AND RESTATED OPERATING AGREEMENT

THIS FIRST AMENDED AND RESTATED OPERATING AGREEMENT of JAXPET/Positech, LLC (the “Company”), dated as of August 31, 2004, amends and restates the Operating Agreement of the Company dated as of March 6, 2000. and is by JAXPET, LLC, a Florida limited liability company (the “Member”).

1.Formation.  The Company was formed by the filing of the Articles of Organization (the “Articles”) with the Secretary of State of the State of Florida.  The rights and liabilities of the Member shall be determined pursuant to the Limited Liability Company Act of the State of Florida (the “Act”) and this Agreement.  To the extent that the rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent permitted by the Act, shall control.

2.Name.  The name of the Company is JAXPET/Positech, LLC.

3.Registered Office/Agent.  The registered office of the Company in the State of Florida is as set forth in the Company’s Articles of Organization.  The Company may, upon compliance with the applicable provisions of the Act, change its registered office or registered agent from time to time in the discretion of the Member.

4.Term.  The Company shall continue in perpetuity unless the Company is earlier dissolved in accordance with either the provisions of this Agreement or the Act.

5.Purpose.  The Company has been organized to operate and manage outpatient treatment centers for the provision of radiation therapy, medical oncology, and related oncology services and physician practice management services for medical and radiation oncologists and to engage in any other lawful business whatsoever that may be conducted by limited liability companies pursuant to the Act:

6.Powers.  In furtherance of its purposes, the Company has the power and is hereby authorized to do such things and engage in such activities as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

7.Limited Liability.  Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the Company, and the Member is not obligated or liable personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

8.Capital Contributions.  The Member is not required to make any additional capital contributions to the Company.  However, Member may make additional capital contributions to the Company at any time.  To the extent Member makes an additional capital contribution to the

Company, such additional capital contribution shall be reflected in the books and records of the Company.

9.Allocation of Profits and Losses.  All profits and losses of the Company shall be allocated to the Member.

10.Distributions.  Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

11.Management.

11.1.Except as otherwise limited by this Agreement or applicable law, all powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Company’s Manager (which term shall be synonymous with the term “manager” as used in the Act).

11.2.There shall be one Manager of the Company.  The initial Manager shall be JAXPET, LLC.  A Manager shall hold office until, as applicable, such Manager’s death, dissolution, resignation or retirement or until a successor is elected by the approval of a majority-in-interest of the Members and assumes office.  A Manager need not be a Member of the Company.

11.3.The Manager may appoint such officers who shall have such power and authority as may be specified by the Manager.  Officers shall serve at the pleasure of the Manager.  The initial officers of the Company, each of whom shall have the power to execute documents on behalf of the Company, shall be:  Jeffrey A. Goffman, who shall be the initial Chief Executive Officer, President and Secretary of the Company and Richard A. Baker who shall be the initial Chief Financial Officer and Senior Vice President of the Company.

11.4.Except to the extent that the Manager chooses to delegate authority with respect to specified matters, all decisions with respect to the management of the Company’s business and internal affairs shall be made by the Manager.

12.Right to Indemnification.  The Company hereby indemnifies the Member, the Manager and each officer of the Company (each an “Indemnified Person”) against any and all damage, loss, claim, expense, deficiency or cost incurred as the result of any claim, suit or proceeding made or brought against the Indemnified Person by reason of the fact that he is a Member, Manager or officer of the Company to the fullest extent permitted by the laws of the State of California.  The right to indemnification conferred by this Section shall not be exclusive of any other right which a person or entity may have or hereafter acquire under any law (common or statutory), the Articles, this Agreement, any other agreements or otherwise.

13.Assignment.  The Member may assign in whole or in part its limited liability company interest in the Company.  If the Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission shall be deemed effective immediately prior to the transfer, and, immediately

2

following such admission, the transferor Member shall cease to be a member of the Company and the transferee shall thereafter be referred to herein as the “Member.”

14.Dissolution.

14.1.The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:  (i) the written consent of the Member, (ii) the dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under the Act.

14.2.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the Act.

15.Liquidation and Distribution of Assets.

15.1.The Member shall be responsible for overseeing the winding up and liquidation of the Company and shall take full account of the Company’s liabilities and assets, and shall immediately proceed to wind up the affairs of the Company.

15.2.If the Company is dissolved and its affairs are to be wound up, the Member shall (1) sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Member may determine to distribute any assets to the Member in kind), (2) allocate any profits or losses resulting from such sales to the Member’s capital account in accordance with this Agreement, (3) discharge all liabilities of the Company (other than liabilities to the Member), including all costs relating to the dissolution, winding up, and liquidation and distribution of assets, (4) establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the capital account of the Member, the amounts of such reserves shall be deemed to be an expense of the Company); (5) discharge any liabilities of the Company to the Member other than on account of its interest in the Company’s capital or profits, and (6) distribute the remaining assets to the Member.

16.Fiscal Year.  The fiscal year of the Company shall be the calendar year, unless otherwise approved by the Member.

17.Miscellaneous.

17.1.Notices.  Whenever, under the provisions of the Act or this Agreement, notice is required to be given to the Member, such notice shall be given in writing addressed to the Member at its address as it appears below, and will be deemed effectively given upon personal delivery or upon deposit in the United States mail, by registered or certified mail, return receipt requested.  Whenever any notice is required to be given under the provisions of the Act or this Agreement, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, will be deemed equivalent thereto.

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Notices given by counsel for the Member shall be deemed a valid notice if addressed and sent in accordance with the provisions of this Section 17.1.  Notices shall be sent to:

Member:	JAXPET, LLC
	610 Newport Center Drive, Suite 350,
	Newport Beach, California 92660
	Attn: Jeffrey A. Goffman

17.2.Binding Effect.  This Agreement is binding on and inures to the benefit of the Member and its permitted transferees, successors, assigns and legal representatives.

17.3.Amendments.  This Agreement may not be amended except in writing signed by the Member.

17.4.Governing Law.  This Agreement, and its interpretation, shall be governed exclusively by its terms and by the internal laws of the State of Florida (other than its conflicts of laws rules) and specifically the Act.

17.5.Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter herein.

17.6.Statutory References.  Any reference to the Act or other statutes or laws includes all amendments, modifications, or replacements of the specific sections and provisions concerned.

17.7.Headings.  All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

17.8.References to this Agreement.  Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated.

17.9.Severability.  If any provision of this Agreement or the application thereof to any person or entity or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, the undersigned Member, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

JAXPET LLC
By:	/s/ Jeffrey A. Goffman
Name:	Jeffrey A. Goffman
Title:	President and Chief Executive Officer

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EX-4.1

Exhibit 4.1

SEE REVERSE SIDE FOR RESTRICTIVE LEGEND(S)

THIS CERTIFIES THAT [     ] is the record holder of *ONE HUNDRED* (100) shares of Common Stock of ONCURE HOLDINGS, INC. (the "Corporation"), transferable only on the share register of the Corporation by the holder, in person or by such holder's duly authorized attorney, upon surrender of this Certificate properly endorsed or assigned.

This Certificate and the shares represented hereby shall be held subject to all of the provisions of the Certificate of Incorporation and the Bylaws of said Corporation and any amendments thereto, a copy of each of which is on file at the office of the Corporation and made a part hereof as fully as though the provisions of said Certificate of Incorporation and Bylaws were imprinted in full on this Certificate, to all of which the holder of this Certificate, by acceptance hereof, assents and agrees to be bound.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officers this 30th day of June, 2006.

President Secretary

FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFER UNTO                                                                                                        SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND DOES HEREBY IRREVOCABLY CONSTITUTE AND APPOINT                                                          ATTORNEY TO TRANSFER THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED
	(Signature)

NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

EX-4.2

Exhibit 4.2

Execution Version

ONCURE HOLDINGS, INC.

AND EACH OF THE GUARANTORS PARTY HERETO

113/4% SENIOR SECURED NOTES DUE 2017

INDENTURE

Dated as of May 13, 2010

Wilmington Trust FSB

Trustee and Collateral Agent

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.03
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	13.03
(c)	13.03
313(a)	7.06
(b)(1)	10.03
(b)(2)	7.06; 7.07
(c)	7.06; 13.02
(d)	7.06
314(a)	4.03;13.02; 13.05
(b)	10.02
(c)(1)	13.04
(c)(2)	13.04
(c)(3)	N.A.
(d)	10.03; 10.04; 10.05
(e)	13.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 13.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12; 9.04(b)
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04
318(a)	13.01
(b)	N.A.
(c)	13.01

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	22
Section 1.03	Incorporation by Reference of Trust Indenture Act	22
Section 1.04	Rules of Construction	22
ARTICLE 2
THE NOTES
Section 2.01	Form and Dating	23
Section 2.02	Execution and Authentication	24
Section 2.03	Registrar and Paying Agent	25
Section 2.04	Paying Agent to Hold Money in Trust	25
Section 2.05	Holder Lists	25
Section 2.06	Transfer and Exchange	26
Section 2.07	Replacement Notes	38
Section 2.08	Outstanding Notes	39
Section 2.09	Treasury Notes	39
Section 2.10	Temporary Notes	39
Section 2.11	Cancellation	39
Section 2.12	Defaulted Interest	40
Section 2.13	CUSIP Numbers	40
ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee	40
Section 3.02	Selection of Notes to Be Redeemed	41
Section 3.03	Notice of Redemption	41
Section 3.04	Effect of Notice of Redemption	42
Section 3.05	Deposit of Redemption or Purchase Price	42
Section 3.06	Notes Redeemed or Purchased in Part	42
Section 3.07	Optional Redemption	42
Section 3.08	Mandatory Redemption	43
Section 3.09	Offer to Purchase by Application of Excess Proceeds	43
ARTICLE 4
COVENANTS
Section 4.01	Payment of Notes	45
Section 4.02	Maintenance of Office or Agency	46
Section 4.03	Reports	46
Section 4.04	Compliance Certificate	48
Section 4.05	Taxes	48
Section 4.06	Stay, Extension and Usury Laws	49
Section 4.07	Restricted Payments	49
Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries	51
Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock	53

		Page
Section 4.10	Asset Sales	57
Section 4.11	Transactions with Affiliates	58
Section 4.12	Liens	59
Section 4.13	Business Activities	59
Section 4.14	Corporate Existence	59
Section 4.15	Offer to Repurchase Upon Change of Control	60
Section 4.16	Payments for Consent	61
Section 4.17	Additional Note Guarantees	62
Section 4.18	Designation of Restricted and Unrestricted Subsidiaries	62
Section 4.19	Impairment of Security Interest	62
Section 4.20	Information Regarding Collateral	63
Section 4.21	Landlord Waivers	63
Section 4.22	Further Assurances	63
Section 4.23	Post-Closing Matters	64
ARTICLE 5
SUCCESSORS
Section 5.01	Merger, Consolidation, or Sale of Assets	64
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	65
Section 6.02	Acceleration	67
Section 6.03	Other Remedies	67
Section 6.04	Waiver of Past Defaults	67
Section 6.05	Control by Majority	68
Section 6.06	Limitation on Suits	68
Section 6.07	Rights of Holders of Notes to Receive Payment	68
Section 6.08	Collection Suit by Trustee	69
Section 6.09	Trustee May File Proofs of Claim	69
Section 6.10	Priorities	69
Section 6.11	Undertaking for Costs	70
Section 6.12	Restoration of Rights and Remedies	70
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee	70
Section 7.02	Rights of Trustee	71
Section 7.03	Individual Rights of Trustee	72
Section 7.04	Trustee’s Disclaimer	72
Section 7.05	Notice of Defaults	72
Section 7.06	Reports by Trustee to Holders of the Notes	73
Section 7.07	Compensation and Indemnity	73
Section 7.08	Replacement of Trustee	74
Section 7.09	Successor Trustee by Merger, etc.	75
Section 7.10	Eligibility; Disqualification	75
Section 7.11	Preferential Collection of Claims Against Company	75
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	76

ii

		Page
Section 8.02	Legal Defeasance and Discharge	76
Section 8.03	Covenant Defeasance	76
Section 8.04	Conditions to Legal or Covenant Defeasance	77
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	78
Section 8.06	Repayment to Company	78
Section 8.07	Reinstatement	79
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	79
Section 9.02	With Consent of Holders of Notes	80
Section 9.03	Compliance with Trust Indenture Act	82
Section 9.04	Revocation and Effect of Consents	82
Section 9.05	Notation on or Exchange of Notes	82
Section 9.06	Trustee to Sign Amendments, etc.	82
ARTICLE 10
COLLATERAL AND SECURITY
Section 10.01	Grant of Security Interest	83
Section 10.02	Recording and Opinions	86
Section 10.03	Release of Collateral	86
Section 10.04	Specified Releases of Collateral	87
Section 10.05	Release upon Satisfaction or Defeasance of all Outstanding Obligations	87
Section 10.06	Form and Sufficiency of Release	88
Section 10.07	Purchaser Protected	88
Section 10.08	Authorization of Actions to be Taken by the Collateral Agent Under the Collateral Agreements	88
Section 10.09	Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements	88
Section 10.10	Action by the Collateral Agent	89
Section 10.11	Compensation and Indemnity	89
Section 10.12	Resignation; Successor Collateral Agent	90
ARTICLE 11
NOTE GUARANTEES
Section 11.01	Guarantee	90
Section 11.02	Limitation on Guarantor Liability	91
Section 11.03	Execution and Delivery of Note Guarantee	91
Section 11.04	Guarantors May Consolidate, etc., on Certain Terms	92
Section 11.05	Releases	93
ARTICLE 12
SATISFACTION AND DISCHARGE
Section 12.01	Satisfaction and Discharge	93
Section 12.02	Application of Trust Money	94
ARTICLE 13
MISCELLANEOUS
Section 13.01	Trust Indenture Act Controls	95
Section 13.02	Notices	95

iii

		Page
Section 13.03	Communication by Holders of Notes with Other Holders of Notes	96
Section 13.04	Certificate and Opinion as to Conditions Precedent	96
Section 13.05	Statements Required in Certificate or Opinion	97
Section 13.06	Rules by Trustee and Agents	97
Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders	97
Section 13.08	Governing Law	97
Section 13.09	No Adverse Interpretation of Other Agreements	98
Section 13.10	Successors	98
Section 13.11	Severability	98
Section 13.12	Counterpart Originals	98
Section 13.13	Table of Contents, Headings, etc.	98

EXHIBITS

Exhibit A	FORM OF GLOBAL NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF CERTIFICATE OF ACQUIRING ACCREDITED INVESTOR
Exhibit E	FORM OF NOTATION OF GUARANTEE
Exhibit F	FORM OF SUPPLEMENTAL INDENTURE
Exhibit G	POST CLOSING DELIVERABLES

iv

INDENTURE dated as of May 13, 2010 among OnCure Holdings, Inc., a Delaware corporation, the Guarantors and Wilmington Trust FSB, as trustee and collateral agent.

The Company, the Guarantors, the Trustee and the Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 113/4% Senior Secured Notes due 2017 (the “Notes”):

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01            Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Accredited Investor” means “accredited investor” as defined in Rule 501(a) under the Securities Act, who are not also QIBs.

“Acquired Debt” means, with respect to any specified Person:

(1)     Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2)     Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” has the meaning assigned to that term pursuant to the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes and the applicable Exchange Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09, as part of the same series as the Initial Notes and Exchange Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“AI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered

1

in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Accredited Investors.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1)     the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Sections 4.15 and 5.01 hereof and not by Section 4.10 hereof; and

(2)     the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)     any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.5 million;

(2)     a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3)     an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

(4)     the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(5)     the sale or other disposition of cash or Cash Equivalents; and

(6)     a Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1)     with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

2

(2)     with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3)     with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4)     with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease” means, with respect to any Person, any lease of any property (whether real, personal or mixed) of which the discounted present value of the rental obligations of such Person as lessee is required to be capitalized on the balance sheet of such Person pursuant to GAAP as in effect as of the date of this Indenture.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a Capital Lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1)     in the case of a corporation, corporate stock;

(2)     in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)     in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)     any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1)     United States dollars;

(2)     securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3)     certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

3

(4)     repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)     commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition; and

(6)     money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Change of Control” means the occurrence of any of the following:

(1)     the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Permitted Holder;

(2)     the adoption of a plan relating to the liquidation or dissolution of the Company;

(3)     the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or

(4)     the consummation of the first transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) other than a Permitted Holder becomes the Beneficial Owner, directly or indirectly, of more of the Voting Stock of the Company (measured by voting power rather than number of shares) than is at the time Beneficially Owned by the Permitted Holders in the aggregate.

“Clearstream” means Clearstream Banking, S.A.

“Collateral” means collateral as such term is defined in the security agreements, and any other property, whether now owned or hereafter acquired, upon which a Lien securing the Obligations under this Indenture, the Collateral Agreements, the Notes or the Note Guarantees is granted or purported to be granted under any Collateral Agreement; provided, however, that “Collateral” shall not include any Excluded Collateral.

“Collateral Agent” means the party named as the collateral agent for the Second Lien Secured Parties in this Indenture until a successor replaces it in accordance with the provisions of this Indenture and thereafter means any such successor.

“Collateral Agreements” means, collectively, the Intercreditor Agreement, each security agreement or other collateral agreement, and each other document or instrument creating Liens in favor of the Collateral Agent as required by this Indenture, in each case, as the same may be in force from time to time.

“Company” means OnCure Holdings, Inc., and any and all successors thereto.

4

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)     an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2)     provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3)     the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4)     depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5)     any expenses or charges related to any equity offering, Permitted Investment, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred by this Indenture (whether or not successful), including such fees, expenses or charges related to the offering of the Notes and the New Revolving Credit Facility and any amendment or other modification of the Notes or the New Revolving Credit Facility, and deducted in computing Consolidated Net Income, plus

(6)     the amount of any restructuring charges, integration costs or other business optimization expenses and reserves deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the date of this Indenture, plus

(7)     the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken or initiated during or prior to such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings are reasonably identifiable and factually supportable (which adjustments may be incremental to pro forma cost savings adjustments made pursuant to the definition of “Leverage Ratio”), plus

(8)     the amount of management, monitoring, consulting and advisory fees and related expenses paid pursuant to the Management Agreement, minus

(9)     non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

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Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation, amortization and other non-cash expenses of, a Restricted Subsidiary of the Company will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis determined in accordance with GAAP; provided that:

(1)     the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2)     solely for the purpose of determining the amount available for Restricted Payments pursuant to Section 4.07(a)(iii)(1) hereof, the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3)     the cumulative effect of a change in accounting principles will be excluded;

(4)     notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;

(5)     the effects of adjustments resulting from the application of purchase accounting in relation to any acquisition that is consummated after the date of this Indenture, net of taxes, shall be excluded;

(6)     any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded;

(7)     any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded; and

(8)     any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options or other rights to officers, directors or employees shall be excluded.

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“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.02 or such other address as to which the Trustee may give notice to the Company.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the New Revolving Credit Facility) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. The only Credit Facility in effect on the date of this Indenture will be the New Revolving Credit Facility.

“Custodian” means Wilmington Trust FSB, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

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“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of common stock or preferred stock of the Issuer or any of its direct or indirect parents (excluding Disqualified Stock), other than

(1)     public offerings with respect to the Issuer’s or any direct or indirect parent’s common stock registered on Form S-8;

(2)     any such public or private sale that constitutes an Excluded Contribution; and

(3)     any sales to the Issuer or any of its Subsidiaries.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended and the rules and regulations of the Commission promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Collateral” means:

(1)     the Voting Stock of any Foreign Subsidiary in excess of 66% of the outstanding Voting Stock of such Foreign Subsidiary;

(2)     any permit or license or any contractual obligation entered into by the Company or any Guarantor (A) that prohibits or requires the consent of any Person other than the Company or any of its Affiliates as a condition to the creation by the Company or such Guarantor of a Lien on any right, title or interest in such permit, license or contractual agreement or any Capital Stock or equivalent related thereto or (B) to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code or any other requirement of law;

(3)     fixed or capital assets owned by the Company or any Guarantor that is subject to a purchase money Lien or a capital lease if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such capital lease) prohibits or requires the consent of any Person other than the Company or any of its Affiliates as a condition to the creation of any other Lien on such equipment;

(4)     any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed); and

(5)     any leasehold interests of the Company or any Guarantor in real estate;

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provided, however, “Excluded Collateral” shall not include any proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral ).

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until such amounts are repaid.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture).

“First Lien Collateral Agent” means the collateral agent for the First Lien Secured Parties named in any Credit Facility and any successor or replacement collateral agent designated as such by the holders of First Lien Obligations.

“First Lien Obligations” shall have the meaning ascribed to such term pursuant to the Intercreditor Agreement.

“First Lien Secured Parties” means the holders of the First Lien Obligations and the First Lien Collateral Agent.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)     the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2)     the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)     any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)     the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

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“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(1), 2.06(d)(2) or 2.06(f) hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means (1) each Domestic Subsidiary of the Company on the date of this Indenture and (2) each other Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture, in each case, together with their respective successors and assigns until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(5)     interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(6)     other agreements or arrangements designed to manage interest rates or interest rate risk; and

(7)     other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” means a Person in whose name a Note is registered.

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“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $100,000 and whose total revenues for the most recent 12-month period do not exceed $100,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1)           in respect of borrowed money;

(2)           evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)           in respect of banker’s acceptances;

(4)           representing Capital Lease Obligations;

(5)           representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6)           representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the first $210,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Initial Purchaser” means, with respect to the Initial Notes, Jefferies & Company, Inc.

“Intercreditor Agreement” means an intercreditor agreement that is entered into in connection with entering into the New Revolving Credit Facility, among the Trustee, the Collateral Agent and the First Lien Collateral Agent, and acknowledged and agreed by the Company and the Guarantors, and the other signatories thereto, as the same may be amended, supplemented, restated or modified from time to time.

“Investments” means with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of

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Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07(c) hereof. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized or required by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Leverage Ratio” means with respect to any specified Person as of any date of determination, the ratio of the aggregate amount of Indebtedness of such Person and its Restricted Subsidiaries outstanding as of such date of determination (including the amount of Indebtedness proposed to be incurred by such Person and its Restricted Subsidiaries giving rise to the calculation of such Leverage Ratio), determined on a consolidated basis, to the Consolidated Cash Flow of such Person for the most recently ended four full fiscal quarters of such Person for which internal financial statements are available immediately preceding such date of determination.

For purposes of calculating the Leverage Ratio:

(1)           acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the date of determination will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period;

(2)           the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the date of determination, will be excluded;

(3)           any Person that is a Restricted Subsidiary on the date of determination will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; and

(4)           any Person that is not a Restricted Subsidiary on the date of determination will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.

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“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Management Agreement” means that certain Advisory Services Agreement, dated as of August 18, 2006, by and among Genstar Capital, LLC and OnCure Medical Corp., as the same may be amended, supplemented, waived or otherwise modified from time in accordance with the terms thereof.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1)           any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2)           any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, relocation expenses incurred as a result of the Asset Sale and taxes paid or payable as a result of the Asset Sale, after taking into account any available tax credits or deductions and any tax sharing arrangements, (2) amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and (3) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“New Revolving Credit Facility” means that certain Credit Agreement, to be dated the date of this Indenture, by and among First Lien Collateral Agent, General Electric Capital Corporation, as administrative agent, the Company, as guarantor, and all direct and indirect Subsidiaries of the Company, as borrowers, and the lenders from time to time party thereto, together with any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Non-Recourse Debt” means Indebtedness:

(1)           as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

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(2)           no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Documents” means (a) the Notes, the Notes Guarantees, the Indenture, the Collateral Agreements and the Registration Rights Agreement and (b) any other related documents or instruments executed and delivered pursuant to any document described in clause (a) above evidencing or governing any Obligations thereunder.

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s Obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes, the Exchange Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes, the Exchange Notes and any Additional Notes.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, letters of credit, Hedging Obligations, damages and other liabilities payable under the documentation governing or relating to any Indebtedness.

“Offering Memorandum” means the Company’s offering memorandum, dated May 6, 2010, relating to the initial offering of the Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officer’s Certificate” means a certificate signed on behalf of the Company by one Officer of the Company who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.05. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Parent” means any direct parent company of the Company.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Participating Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

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“Permitted Business” means a business in which the Company and its Restricted Subsidiaries were engaged on the date of this Indenture, as described in the Offering Memorandum, any business reasonably related, ancillary or complimentary thereto.

“Permitted Holders” means (1) any Beneficial Owner of Capital Stock of the Company as of the date hereof and (2) any Related Person of a Person described in clause (1).

“Permitted Investments” means:

(1)       any Investment in the Company or in a Restricted Subsidiary of the Company;

(2)       any Investment in Cash Equivalents;

(3)       any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(i)           such Person becomes a Restricted Subsidiary of the Company; or

(ii)          such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

(4)       any Investment made as a result of the receipt of non-cash consideration from (i) an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;

(5)       any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6)       any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes;

(7)       Investments represented by Hedging Obligations;

(8)       loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $1.0 million at any one time outstanding;

(9)       repurchases of the Notes;

(10)     Investments in Permitted Joint Ventures in an amount since the date of this Indenture that does not exceed the greater of (i) $10.0 million and (ii) 3.0% of the Company’s Total Assets;

(11)     other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (11) that are at the time outstanding, not to exceed $5.0 million;

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(12)     any Investment existing on, or made pursuant to binding commitments existing on, the date of this Indenture and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the date of this Indenture; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the date of this Indenture or (b) as otherwise permitted under this Indenture; and

(13)     Investments acquired after the date of this Indenture as a result of the acquisition by the Company or any Restricted Subsidiary of the Company of another Person, including by way of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries in a transaction that is not prohibited by Section 5.01 hereof, after the date of this Indenture to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation.

“Permitted Joint Venture” means a Person, other than the Company or a Subsidiary of the Company, that is engaged in a Permitted Business.

“Permitted Liens” means:

(1)       Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit Facilities that was permitted to be incurred pursuant to clause (1) of the definition of Permitted Debt, and/or securing Hedging Obligations related thereto;

(2)       subject to the terms of the Intercreditor Agreement, Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under the New Revolving Credit Facility;

(3)       Liens in favor of the Company or the Guarantors;

(4)       Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;

(5)       Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(6)       Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers’ compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);

(7)       Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) hereof covering only the assets acquired with or financed by such Indebtedness;

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(8)       Liens existing on the date of this Indenture;

(9)       Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(10)     Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens and similar Liens imposed by law, in each case, incurred in the ordinary course of business;

(11)     minor defects or irregularities in title, survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(12)     Liens created for the benefit of (or to secure) notes issued under this Indenture, the Collateral Agreements or the Note Guarantees;

(13)     Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that:

(i)           the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Indebtedness (plus improvements and accessions to such property, or proceeds or distributions thereof); and

(ii)          the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding amount, or, if greater, committed amount, of the original Indebtedness and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; and

(14)     Liens securing Indebtedness permitted by Section 4.09(b)(14) hereof or otherwise incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries with respect to obligations that do not exceed $5.0 million in the aggregate at any one time outstanding.

“Permitted Payments to Parent” means, for so long as the Company is a member of a group filing a consolidated or combined tax return with Parent, payments to Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to the Company and its Subsidiaries (“Tax Payments”); provided that the Tax Payments do not exceed the lesser of (a) the amount of the relevant tax (including any penalties and interest) that the Company would owe if the Company were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Subsidiaries from other taxable years and (b) the net amount of the relevant tax that the Parent actually owes to the appropriate taxing authority.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund,

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refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(15)     the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(16)     such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(17)     if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(18)     such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Purchase Option Event” means the acceleration of the First Lien Obligations.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of May 13, 2010, among the Company, the Guarantors and Jefferies & Company, Inc., as Initial Purchaser, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf

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of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Related Party” means:

(1)   any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of a Person described in clause (1) of the definition of Permitted Holder; or

(2)   any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Permitted Holder.

“Responsible Officer,” when used with respect to the Trustee or the Collateral Agent, means any officer or authorized representative of the Trustee or the Collateral Agent, as applicable, within the corporate trust office of the Trustee or the Collateral Agent, as applicable, with direct responsibility for the administration of this Indenture and/or the Collateral Agreements and also, with respect to a particular matter, any other officer of the Trustee or the Collateral Agent, as applicable, to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc., and its successors.

“SEC” means the Securities and Exchange Commission.

“Second Lien Secured Parties” means the holders of the Notes, the Trustee and the Collateral Agent.

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“Secured Parties” means, collectively, the First Lien Secured Parties and the Second Lien Secured Parties.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Shelf Registration” means the Shelf Registration as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.

“Specified Acquisition” means the acquisition, or any series of related acquisitions, of any Person or Persons whose (i) total assets exceed $30.0 million, or (ii) income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle exclusive of amounts attributable to any noncontrolling interests exceeds $12.5 million for the most recently completed fiscal year of such Person or Persons.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1)          any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)          any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“TIA” means the Trust Indenture Act of 1939, as amended.

“Total Assets” means, with respect to any Person as of any date of determination, the consolidated total assets of such Person and its Restricted Subsidiaries on such date of determination.

“Trustee” means Wilmington Trust FSB until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect in the State of New York, and any successor statute, as in effect from time to time (except that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof

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shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as the Collateral Agent may otherwise determine).

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1)   has no Indebtedness other than Non-Recourse Debt;

(2)   except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3)   is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4)   has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)   the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)   the then outstanding principal amount of such Indebtedness.

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Section 1.02         Other Definitions.

Term	Defined in Section
“Action”	10.10
“Affiliate Transaction”	4.11
“Asset Sale Offer”	3.09
“Authentication Order”	2.02
“Change of Control Offer”	4.15
“Change of Control Payment”	4.15
“Change of Control Payment Date”	4.15
“Covenant Defeasance “	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	3.09
“incur”	4.09
“Intercreditor Order”	10.01
“Legal Defeasance “	8.02
“Offer Period”	3.09
“Paying Agent”	2.03
“Permitted Debt”	4.09
“Payment Default”	6.01
“Purchase Date”	3.09
“Registrar”	2.03
“Restricted Payments”	4.07

Section 1.03         Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Section 1.04         Rules of Construction.

Unless the context otherwise requires:

(1)     a term has the meaning assigned to it;

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(2)   an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)   “or” is not exclusive;

(4)   words in the singular include the plural, and in the plural include the singular;

(5)   “will” shall be interpreted to express a command;

(6)   provisions apply to successive events and transactions;

(7)   all references to the “Intercreditor Agreement” herein and in any other Note Document, other than such references related to the authorization of, or initial entry into, the Intercreditor Agreement (including as set forth in Section 10.01(j) hereof), shall mean the Intercreditor Agreement if then in effect; and

(8)   references to sections of or rules under the Securities Act and Exchange Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

ARTICLE 2

THE NOTES

Section 2.01         Form and Dating.

(a)          General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto; provided, that the form of the Exchange Notes shall include such variations as are permitted or required by the Registration Rights Agreement (as evidenced by the Company’s execution of such Exchange Notes). The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Notwithstanding any provision of this Indenture or the Notes (a) any pro rata redemptions or repurchases of the Notes by the Company pursuant to this Indenture shall be made in a manner that preserves the authorized denominations of the Notes, and (b) in the case of Global Notes, the selection of Notes to be redeemed or repurchased will be based on a method that most nearly approximates pro rata selection that the Trustee deems fair and appropriate, including by lot or other method.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)         Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to

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reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c)          Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with Custodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period will be terminated upon the receipt by the Trustee of:

(1)   a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream, certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or an AI Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); or

(2)   an Officer’s Certificate from the Company.

Following the termination of the Restricted Period, all beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d)         Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.02         Execution and Authentication.

At least one Officer of the Company must sign the Notes for the Company and at least one Officer of each of the Guarantors must sign the Note Guarantee for such Guarantor, in each case, by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall authenticate and deliver: (i) on the date of this Indenture, an aggregate principal amount of $210.0 million of 113/4% Senior Secured Notes due 2017, (ii) any Additional Notes in accordance with Section 4.09 hereof, and (iii) Exchange Notes for issue only in an Exchange Offer

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pursuant to a Registration Rights Agreement, for a like principal amount of Notes, in each case upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03         Registrar and Paying Agent.

The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent under this Indenture.

The Company initially appoints Wilmington Trust FSB to act as Custodian with respect to the Global Notes.

Section 2.04         Paying Agent to Hold Money in Trust.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders and the Trustee all money held by the Paying Agent for the payment of principal, premium or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any Default by the Company in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.

Section 2.05         Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Company

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will furnish to the Trustee at least seven Business Days before each regular record date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

Section 2.06         Transfer and Exchange.

(a)           Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchangeable by the Company for Definitive Notes, at its option, if:

(1)   the Depositary (a) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary;

(2)   the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged for Definitive Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

(3)   there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary or the applicable depository requests issuance of Definitive Notes.

Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued pursuant to subparagraphs (1), (2) and (3) of this Section 2.06(a) and Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b)           Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)   Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S

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Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2)   All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A)          both:

(i)           a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)          instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B)           both:

(i)           a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)          instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in subparagraph (1) above;

provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act.

Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f)  hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h)  hereof.

(3)   Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the

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transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A)        if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (1) thereof;

(B)         if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (2) thereof; and

(C)         if the transferee will take delivery in the form of a beneficial interest in the AI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(4)   Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(A)        such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.06(f) hereof and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Participating Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)         such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement;

(C)         such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)         the Registrar receives the following:

(i)            if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii)           if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)           Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1)   Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)        if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)         if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)         if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)         if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)         if such beneficial interest is being transferred to an Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F)         if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

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(G)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the designated principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section  2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and 2.06(c)(1)(C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.06(f) hereof and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Participating Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(i)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

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(ii)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(4)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the designated principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4)  will not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with

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Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Note is being transferred to an Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F)if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note and, in all other cases the AI Global Note.

(2)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.06(f) hereof and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Participating Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(i)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

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(ii)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

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(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Participating Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)any such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement;

(C)any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(i)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:

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(1)one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Participating Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and

(2)Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Participating Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company.

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the designated principal amount.

(g)Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, OR (C) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL

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BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2)Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF ONCURE HOLDINGS, INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A

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WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3)Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note will bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”

(h)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.

(2)No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

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(3)The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5)Neither the Registrar nor the Company will be required:

(A)to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B)to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C)to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7)The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company, or the Trustee receives evidence of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

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Section 2.08Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08  as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.

Section 2.10Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and execute, and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes, as evidenced by the execution of the Note.

The Company shall cause definitive Notes to be prepared without unreasonable delay. After the preparation of the definitive Notes, the temporary Notes shall be exchanged for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company, without charge to the Holder. Upon surrender for cancellation of one or more temporary Notes, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefore a like principal amount of definitive Notes of authorized denominations. Until so exchanged, holders of temporary Notes will be entitled to all of the same benefits of this Indenture as holders of definitive Notes.

Section 2.11Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement of the Exchange Act and the Trustee). Certification of the destruction or

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cancellation of all canceled Notes will be delivered to the Company upon written request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. To the extent that any Notes are held in the form of Global Notes and less than all of such Global Notes are to be cancelled, the reduction of the principal amount of any such Global Note and the Registrar’s notation of such cancellation on its books and records shall be deemed to satisfy any cancellation requirement, provided that certification of such cancellation shall be delivered to the Company upon written request.

Section 2.12Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13CUSIP Numbers.

The Company in issuing the Notes may use CUSIP, ISIN or other such numbers (if then generally in use), and, if so, the Trustee shall use CUSIP, ISIN or other such numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in the CUSIP, ISIN or other numbers.

ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth:

(1)the provision of this Indenture pursuant to which the redemption shall occur;

(2)the redemption date;

(3)the principal amount of Notes to be redeemed; and

(4)the redemption price.

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Section 3.02Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchased on a pro rata basis; by lot or by such other method as the Trustee shall deem appropriate unless otherwise required by law or applicable stock exchange requirements.

In the event of partial redemption or purchase, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03Notice of Redemption.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail (or in the case of Notes held in book entry form, by electronic transmission), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 hereof.

The notice will identify the Notes to be redeemed and will state:

(1)the redemption date;

(2)the redemption price;

(3)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, in the case of Definitive Notes, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(4)the name and address of the Paying Agent;

(5)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6)that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(7)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

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(8)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days (unless a shorter time shall be acceptable to the Trustee) prior to the redemption date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may be conditional other than as provided in Section 4.15 hereof.

Section 3.05Deposit of Redemption or Purchase Price.

One Business Day prior to the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase, and so long as the Company does not default in making the payment on the applicable redemption date. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07Optional Redemption.

(a)At any time prior to May 15, 2013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 111.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the redemption

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date with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company or a contribution to the Company’s common equity capital; provided that:

(1)at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2)the redemption occurs within 90 days of the date of the closing of such Equity Offering.

Except pursuant to this Section 3.07(a), the Notes will not be redeemable at the Company’s option prior to May 15, 2014. The Company is not, however, prohibited under this Indenture from acquiring Notes by means other than a redemption, whether pursuant to open-market transactions, tender offers or otherwise so long as such acquisition does not otherwise violate the terms of this Indenture.

(b)On or after May 15, 2014, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2014	105.875	%
2015	102.938	%
2016 and thereafter	100.000	%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(c)Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08Mandatory Redemption.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an Asset Sale Offer, it will follow the procedures specified below.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will, within five days thereof, make an Asset Sale Offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and any other Indebtedness that is secured on a pari passu basis with the Notes (including all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums and Additional Interest, if any, incurred in connection therewith)

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that may be purchased, prepaid or redeemed out of the Excess Proceeds. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds to the purchase of Notes and, if applicable, such other pari passu Indebtedness (on a pro rata basis as determined in accordance with Section 4.10) or, if less than the amount of the Excess Proceeds has been tendered, all Notes and, if applicable, other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, prepayment or redemption and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu secured Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the Company will select such other pari passu secured Indebtedness to be purchased on a pro rata basis, or in the case of the Notes, by lot or by such other method as the Trustee shall deem fair and appropriate so as the Notes are maintained by a minimum denomination of $2,000 or a multiple of $1,000 in excess thereof. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:

(1)that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open;

(2)the Excess Proceeds amount, the purchase price and the Purchase Date;

(3)that any Note not tendered or accepted for payment will continue to accrue interest;

(4)that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date;

(5)that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in a minimum amount of $2,000 and integral multiples of $1,000 in excess thereof only;

(6)that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, the depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date;

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(7)that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased;

(8)that, if the aggregate principal amount of Notes and, if applicable, other pari passu Indebtedness surrendered by holders thereof exceeds the Excess Proceeds amount, the Company will select the other pari passu Indebtedness to be purchased and the Trustee will select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in a minimum amount of $2,000 and integral multiples of $1,000 in excess thereof, will be purchased); and

(9)that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

The Paying Agent will promptly (but in any case not later than five Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date.

Other than as specifically provided in this Section 3.09 or in Section 4.10 hereof, any purchase pursuant to this Section 3.09 or Section 4.10 hereof shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4
COVENANTS

Section 4.01Payment of Notes.

The Company will pay or cause to be paid the principal of, premium, if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the rate equal to 2% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period) at the same rate to the extent lawful. The Company shall deliver to the Trustee, at least five Business Days before an interest payment date, an Officer’s Certificate certifying as to the amount of Additional Interest due on such interest

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payment date. If the Trustee does not receive notice from the Company of an event in respect of which Additional Interest is required to be paid or does not receive an Officer’s Certificate from the Company five Business Days before any interest payment date, the Trustee shall be entitled to assume that no Additional Interest is due on such interest payment date.

Section 4.02Maintenance of Office or Agency.

The Company will maintain an office or agency (which may be an office of the Trustee or an Affiliate or agent of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered for any or all such purposes and may from time to time rescind such designation. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03Reports.

(a)Whether or not required by the SEC, so long as any notes are outstanding, the Company will furnish to the Trustee and Holders of notes, or file electronically with the SEC through the SEC’s EDGAR System (or any successor system) (i) prior to the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, all information and reports set forth in this Section 4.03(a), and (ii) after the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, within the time periods specified in the SEC’s rules and regulations:

(1)within 90 days after the end of each fiscal year, substantially all annual financial information that would be required to be contained in a filing with the SEC on Form 10-K if the Company were required to file this Form (but only to the extent similar information is included in the Offering Memorandum and the financial statements included herein), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the annual financial statements by the Company certified independent accountants;

(2)within 45 days after the end of each of the three fiscal quarters of each fiscal year, substantially all interim quarterly financial information that would be required to be contained in a filing with the SEC on Form 10-Q if the Company were required to file this Form (but only to the extent similar information is included in the Offering Memorandum and the financial statements included therein), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and

(3)within five Business Days after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K if the Company were required to file this Form, current reports containing substantially all of the information that would be

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required to be filed in a Current Report on Form 8-K pursuant to Sections 1, 2 and 4 and Items 5.01 and 5.02 (other than compensation information) of Form 8-K if the Company had been a reporting company under the Exchange Act; provided, however, that no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to Holders of the Notes or the business, assets, operations or financial positions of the Company and its Restricted Subsidiaries, taken as a whole.

In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of (x) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports and (y) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in the case of each of (x) and (y) of this paragraph, with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such filing).

(b)If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(c)Notwithstanding the foregoing, prior to the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, in no event: (A) will the Company be required to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Items 301 or 302 of Regulation S-K or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), in each case, as in effect on the date of this Indenture, or (B) will any reports be required to contain the separate financial information for Guarantors, Subsidiaries whose securities are pledged to secure the Notes or acquired businesses as contemplated by Rule 3-05, Rule 3-09, Rule 3-10, or Rule 3-16 of Regulation S-X promulgated by the SEC; provided, however, the Company shall be required to comply with Rule 3-05 of Regulation S-X for a “Specified Acquisition.”

(d)In addition, the Company will (a) post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and (b) arrange and participate in quarterly conference calls to discuss its results of operations with Holders, prospective purchasers of the Notes and securities analysts no later than 10 Business Days following the date on which each of the quarterly and annual reports are made available as provided above. The Company will provide to the Trustee and Holders dial-in conference call information substantially concurrently with the posting of such reports on its website. Access to any such reports on the Company’s website and to such quarterly conference calls may be password protected, provided that the Company makes reasonable efforts to notify the Trustee and Holders of, and, upon request, provides to securities analysts and prospective investors, the password and other information required to access such reports on its website and such quarterly conference calls.

(e)If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in clauses (1), (2)and (3) of Section 4.03(a) above with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept

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the Company’s filings for any reason, the Company will post the reports referred to in clauses (1), (2) and (3) of Section 4.03(a) above on its website within the time periods that would apply if the Company were required to file those reports with the SEC.

(f)The Company and the Guarantors also will agree that, for so long as any Notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04Compliance Certificate.

(a)The Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company (which fiscal year, on the date of this Indenture, ends on December 31), an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and the Collateral Agreements, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Company has during the preceding fiscal year kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Collateral Agreements and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Collateral Agreements (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b)So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c)So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05Taxes.

The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

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Section 4.06Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07Restricted Payments.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company).

(2)purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;

(3)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or

(4)make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(i)no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(ii)the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in Section 4.09(a); and

(iii)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of this Indenture

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(excluding Restricted Payments permitted by clauses (2) through (8) of Section 4.07(b)), is less than the sum, without duplication, of:

(1)50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(2)100% of the aggregate net cash proceeds received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests of the Company (other than Equity Interests or Disqualified Stock or debt securities sold to a Subsidiary of the Company); plus

(3)to the extent that any Restricted Investment that was made after the date of this Indenture is (a) sold for cash or otherwise liquidated or repaid for cash, or (b) made in an entity that subsequently becomes a Restricted Subsidiary of the Company the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(4)to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of the Indenture, the lesser of (i) the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the Indenture; plus

(5)50% of any dividends received by the Company or a Restricted Subsidiary of the Company after the date of this Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period.

(b)The provisions of Section 4.07(a) hereof will not prohibit:

(1)the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;

(2)               the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (iii)(2) of Section 4.07(a) hereof;

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(3)               the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(4)               so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company, any Restricted Subsidiary of the Company or any direct or indirect parent of the Company held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1.0 million in any twelve-month period;

(5)               the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

(6)               so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued after the date of this Indenture in accordance with the Leverage Ratio test set forth in Section 4.09(a) hereof;

(7)               payments of cash, dividends, distributions, advances or other Restricted Payments by the Company or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock of any such Person;

(8)               Permitted Payments to Parent; and

(9)               so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount since the date of the Indenture not to exceed the greater of (i) $7.5 million and (ii) 2.0% of the Company’s Total Assets.

(c)           The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of the Company whose resolution with respect thereto will be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $5.0 million.

Section 4.08           Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a)           The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

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(1)               pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2)               make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3)               sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b)           The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

(1)               agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of the Indenture (including without limitation the agreements governing or related to the New Revolving Credit Facility) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture;

(2)               agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees;

(3)               this Indenture, the Notes, the Note Guarantees and the Collateral Agreements;

(4)               applicable law, rule, regulation or order;

(5)               any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(6)               customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(7)               purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof;

(8)               any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

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(9)               Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(10)             Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

(11)             provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and

(12)             restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Section 4.09           Incurrence of Indebtedness and Issuance of Preferred Stock.

(a)           The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Company’s Leverage Ratio immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been no greater than:

(1)               5.5 to 1, if the additional Indebtedness is incurred or the Disqualified Stock or the preferred stock is issued prior to May 15, 2012;

(2)               5.25 to 1, if the additional Indebtedness is incurred or the Disqualified Stock or the preferred stock is issued on or after May 15, 2012 but prior to May 15, 2013;

(3)               5.0 to 1, if the additional Indebtedness is incurred or the Disqualified Stock or the preferred stock is issued on or after May 15, 2013 but prior to May 15, 2014;

(4)               4.75 to 1, if the additional Indebtedness is incurred or the Disqualified Stock or the preferred stock is issued on or after May 15, 2014 but prior to May 15, 2015; and

(5)               4.5 to 1, if the additional Indebtedness is incurred or the Disqualified Stock or the preferred stock is issued on or after May 15, 2015;

in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of the applicable four-quarter period.

(b)           The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

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(1)               the incurrence by the Company and its Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities in an amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed at any one time outstanding the greater of (a) $40.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any of its Restricted Subsidiaries since the date of the Indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to Section 3.09 and (b) an amount equal to 100% of the Company’s Consolidated Cash Flow for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is to be incurred, determined on a pro forma basis to give effect to the application of the net proceeds of such Indebtedness as if such transactions had occurred at the beginning of such four-quarter period and in a manner consistent with the second paragraph of the definition of “Leverage Ratio”;

(2)               the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness;

(3)               the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;

(4)               the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed at any time outstanding the greater of (i)$ 10.0 million and (ii) 3.5% of the Company’s Total Assets;

(5)               the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (2), (3), (4), (5), (13) or (14) of this Section 4.09(b);

(6)               the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

(A)          if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes and the Note Guarantees; and

(B)           any (i) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company, or (ii) sale or other transfer of any such Indebtedness to a

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Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7)               the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that any (a) subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company, or (b) sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8)               the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9)               the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10)             the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, financing of insurance premiums, bankers’ acceptances, performance and surety bonds in the ordinary course of business;

(11)             the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

(12)             Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments, earn-outs or similar obligations in connection with the acquisition or disposition of assets or a Subsidiary;

(13)             Indebtedness or Disqualified Capital Stock of Persons (other than Indebtedness or Disqualified Capital Stock incurred in anticipation of such acquisition or merger) that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that after giving effect to such acquisition either (A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio provisions of this covenant or (B) the Leverage Ratio would be no greater than such Leverage Ratio immediately prior to such acquisition; and

(14)             the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (14), not to exceed the sum of (A) $7.5 million and (B) 100.0% of the net cash proceeds received by the Company since the date

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of the Indenture from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) to the extent that such net cash proceeds or cash have not been and are not applied to make a Restricted Payment or a Permitted Investment, or otherwise to increase the amount available to be applied to make a Restricted Payment or a Permitted Investment, pursuant to Section 4.07 hereof.

The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured or by virtue of being secured on a junior Lien basis.

(c)             For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) of Section 4.09(b) hereof, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by Section 4.09(b)(1) hereof. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

(d)             The amount of any Indebtedness outstanding as of any date will be:

(1)             the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2)             the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3)             in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A)          the Fair Market Value of such assets at the date of determination; and

(B)           the amount of the Indebtedness of the other Person.

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Section 4.10             Asset Sales.

(a)           The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)               the Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)               at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(A)          any liabilities, as shown on the Company’s most recent consolidated balance sheet of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases or indemnifies the Company or such Restricted Subsidiary from or against further liability;

(B)           any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and

(C)           any stock or assets of the kind referred to in clauses (2) or (4) of Section 4.10(b) hereof.

(b)           Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:

(1)               to repay Indebtedness and other Obligations under a Credit Facility and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2)               to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;

(3)               to make a capital expenditure; or

(4)               to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.

In the case of clauses (2), (3) and (4) of the preceding paragraph, the Company (or the applicable Restricted Subsidiary, as the case may be) will be deemed to have complied with its obligations under the preceding paragraphs if it enters into a binding commitment to acquire such assets or Capital Stock or make such capital expenditure prior to 365 days after the receipt of the applicable Net Proceeds; provided that such binding commitment will be subject only to customary conditions and such acquisition or expenditure is completed within 180 days following the expiration of the aforementioned 365-day period.

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If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day, and the Company (or the applicable Restricted Subsidiary, as the case may be) has not applied the applicable Net Proceeds for another purpose permitted by the preceding paragraph on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds.

(c)           Pending the final application of any Net Proceeds, the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

(d)           Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) within 365 days of receipt of such Net Proceeds shall be applied pursuant to Section 3.09 hereof.

(e)           The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Section 4.11           Transactions with Affiliates.

(a)           The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $500,000, unless:

(1)               the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(2)               the Company delivers to the Trustee:

(A)          with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, (i) a resolution of the Board of Directors of the Company set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company or (ii) an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing ; and

(B)           with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

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(b)           The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

(1)               any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2)               transactions between or among the Company and/or its Restricted Subsidiaries;

(3)               transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4)               payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries;

(5)               any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company;

(6)               Permitted Investments and Restricted Payments that do not violate the provisions of Section 4.07;

(7)               payment of the amounts specified in, or determined pursuant to, the Management Agreement as in effect on the date of this Indenture;

(8)               loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; and

(9)               Permitted Payments to Parent.

Section 4.12           Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Indebtedness of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

Section 4.13           Business Activities.

The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Section 4.14           Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1)           its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents

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(as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; and

(2)           the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15           Offer to Repurchase Upon Change of Control.

(a)           Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:

(1)           that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

(2)           the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3)           that any Note not tendered will continue to accrue interest;

(4)           that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5)           that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6)           that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7)           that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which

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unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

(b)           On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)           accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2)           deposit by 10:00 a.m. Eastern Time with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3)           deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

(c)           The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(d)           The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described in this Section 4.15 with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

(e)           The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption for all of the Notes has been given pursuant to Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

Section 4.16           Payments for Consent.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that

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consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 4.17           Additional Note Guarantees.

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of this Indenture, then the Company will (1) cause that newly acquired or created Domestic Subsidiary to execute a supplemental indenture and pursuant to which it becomes a Guarantor and (2) deliver an Opinion of Counsel to the Trustee, in each case within 10 Business Days of the date on which the Domestic Subsidiary was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. The form of such Note Guarantee is attached as Exhibit E hereto.

Section 4.18           Designation of Restricted and Unrestricted Subsidiaries.

(a)             The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

(b)             Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Section 4.19           Impairment of Security Interest

Subject to the Intercreditor Agreement, neither the Company nor any Restricted Subsidiary will take or omit to take any action which would adversely affect or impair in any material respect the Liens in favor of the Collateral Agent with respect to the Collateral, except as otherwise permitted or required by the Collateral Agreements or this Indenture. Neither the Company nor any Restricted Subsidiary will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture and the Collateral Agreements (including the Intercreditor Agreement). The

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Company shall, and shall cause each Guarantor to, at each of the Company’s and such Guarantor’s sole cost and expense, execute and deliver all such agreements and instruments and take all further action as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and shall cause each Guarantor to, at each of the Company’s and such Guarantor’s sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements.

Section 4.20           Information Regarding Collateral

The Company will furnish to the Collateral Agent, with respect to the Company or any Guarantor, prompt written notice of any change in such Person’s (i) corporate name, (ii) jurisdiction of organization or formation, (iii) identity or corporate structure or (iv) Federal Taxpayer Identification Number. The Company will agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all of the Collateral. The Company also agrees to promptly notify the Collateral Agent in writing if any material portion of the Collateral is damaged or destroyed.

Each year, at the time of the delivery of the annual financial statements with respect to the preceding fiscal year, the Company shall deliver to the Trustee a certificate of the financial officer setting forth the information required pursuant to the perfection certificate required by the Indenture or confirming that there has been no change in such information since the date of the previously delivered perfection certificate.

Section 4.21           Landlord Waivers

The Company and any Domestic Subsidiary that is a lessee of, or becomes a lessee of, real property, is, and will be, required to use commercially reasonable efforts to deliver to the Collateral Agent a landlord waiver executed by the lessor of such real property; provided that if such lease is in existence on the date of the Indenture, the Company and each such Domestic Subsidiary that is the lessee thereunder shall have 90 days from the date of the Indenture to satisfy such requirement. The Trustee shall have no obligation to determine whether the Company has used commercially reasonable efforts to deliver such landlord waivers within the 90 day period and in the absence of notice from Holders to the contrary may conclude that if particular landlord waivers are not delivered within such period that the Company has nevertheless fulfilled its obligations under this covenant.

Section 4.22           Further Assurances

The Company and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Collateral Agreements in the Collateral. In addition, from time to time, the Company will reasonably promptly secure the obligations under the Indenture and the Collateral Agreements by pledging or creating, or causing to be pledged or created, perfected security interests with respect to the Collateral. The Company shall deliver or cause to be delivered to the Collateral Agent all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Collateral Agent shall reasonably request to evidence compliance with this covenant.

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Section 4.23           Post-Closing Matters

The Company and the Guarantors acknowledges and agrees that the documents and deliverables set forth in Exhibit G will be provided by the party responsible therefor in the manner set forth in such Exhibit on or prior to the due date specified in such Exhibit.

ARTICLE 5
SUCCESSORS

Section 5.01                Merger, Consolidation, or Sale of Assets.

(a)           The Company will not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1)           either:

(A)          the Company is the surviving corporation; or

(B)           the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2)           the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Collateral Agreements;

(3)           immediately after such transaction, no Default or Event of Default exists;

(4)           the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (i) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in Section 4.09(a) or (ii) would have had a Leverage Ratio not to exceed the Company’s Leverage Ratio immediately prior to such transaction; and

(5)           the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and any agreement delivered pursuant to clause (2) above comply with this Section 5.01 and that all conditions precedent in this Section 5.01 relating to such transaction have been complied with.

In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and Restricted (1) a merger of the company with an Affiliate solely for purpose of reincorporating the Company in another jurisdiction or (2) Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

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This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries.

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01            Events of Default.

Each of the following is an “Event of Default”:

(1)           default for 30 days in the payment when due of interest (including Additional Interest, if any) on the Notes;

(2)           default in the payment when due (at maturity, upon redemption or otherwise) of the principal or premium on the Notes;

(3)           failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 3.09, 4.07, 4.09, 4.10, 4.15, 4.22, 4.23 and 5.01 hereof;

(4)           failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;

(5)           default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default:

(A)          is caused by a failure to pay principal of, or interest or premium on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(B)           results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more;

(6)           failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments remain unpaid or are not discharged or stayed for a period of 60 days;

(7)           except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee;

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(8)           any Collateral Agreement at any time for any reason shall cease to be in full force and effect in all material respects, or ceases to give the Collateral Agent the Liens, rights, powers and privileges purported to be created thereby, superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as expressly permitted by the applicable Collateral Agreement or this Indenture; or the Company or any of the Guarantors, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Collateral Agreement; or

(9)           the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A)            commences a voluntary case,

(B)            consents to the entry of an order for relief against it in an involuntary case,

(C)            consents to the appointment of a custodian of it or for all or substantially all of its property,

(D)            makes a general assignment for the benefit of its creditors, or

(E)             generally is not paying its debts as they become due; and

(10)         a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)            is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B)            appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or

(C)            orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of this Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to May 15, 2014 by reason of any willful action (or inaction) taken (or not

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taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the notes prior to that date, then an additional premium specified in Section 4.01 hereof will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

The Company is required to deliver to the Trustee annually a written statement regarding compliance with this Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a written statement specifying such Default or Event of Default.

The rights of the Trustee and any Holder to exercise any remedies with respect to an Event of Default may be limited by the terms of the Intercreditor Agreement.

Section 6.02           Acceleration.

(a)          In the case of an Event of Default specified in clause (9) or (10) of Section 6.01, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately.

(b)         Holders of a majority in aggregate principal amount of the then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, premium or interest (including Additional Interest, if any).

Section 6.03            Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, or premium and Additional Interest, if any, and interest on, the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04         Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration, waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, or premium and Additional Interest, if any, and interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

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Section 6.05            Control by Majority.

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee and Collateral Agent, as applicable, or exercising any trust or power conferred on it. However, the Trustee or Collateral Agent, as applicable, may refuse to follow any direction that conflicts with law or this Indenture or the Collateral Agreements, that the Trustee or Collateral Agent, as applicable, determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee or Collateral Agent, as applicable, in personal liability. The Trustee and the Collateral Agent may take any other action deemed proper by the Trustee and Collateral Agent, as applicable, which is not inconsistent with such direction.

Section 6.06           Limitation on Suits.

Except to enforce the right to receive payment of principal, premium, if any, or interest (including Additional Interest, if any) when due in accordance with Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1)          such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2)          Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;

(3)          such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4)          the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5)          Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07         Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Indenture upon any property subject to such Lien.

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Section 6.08Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for the principal of, premium and Additional Interest, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and premium and, to the extent lawful, interest and Additional Interest, if any, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amount forthwith upon such demand, the Trustee may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceedings to the judgment or final decree, and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out the property of the Company or any other obligor upon the Notes, wherever situated.

Section 6.09Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for compensation, expenses, disbursements and advances of the Trustee and Collateral Agent and its respective agents and counsel (or their respective agents and counsel if the Trustee and Collateral Agent are different Persons), and any other amounts due the Trustee under Section 7.07 hereof and the Collateral Agent under Section 10.11 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee and Collateral Agent, its agents and counsel (or their respective agents and counsel if the Trustee and Collateral Agent are different Persons), and any other amounts due the Trustee under Section 7.07 hereof or the Collateral Agent under Section 10.11 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10Priorities.

Subject to the terms of the Intercreditor Agreement, if the Trustee collects any money or other property pursuant to this Article 6, including pursuant to the Collateral Agreements, it shall pay out the money or other property in the following order:

First:to the Trustee, the Collateral Agent, and their respective agents and attorneys for amounts due under Section 7.07 and Section 10.11 hereof, including payment of all

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compensation, reasonable expenses and liabilities incurred, and all advances made, by the Trustee and the Collateral Agent and the costs and expenses of collection;

Second:to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Additional Interest, if any, and interest, respectively; and

Third:any surplus remaining after the payment in full in cash of all the Obligations under the Notes shall be paid to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

Section 6.12Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every case the Company, the Trustee and the Holder shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder.

ARTICLE 7
TRUSTEE

Section 7.01Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(1)the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will examine such certificates and opinions to determine whether or not they conform to the form requirements of this Indenture.

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2)the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d)Whether or not therein expressly so provided, every provision of this Indenture and the Collateral Agreements that in any way relates to the Trustee is subject to this Section 7.01.

(e)No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(f)The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02Rights of Trustee.

(a)The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it reasonably may see fit, and if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney, and shall have reasonable access to the premises of the Company during normal business hours in connection with such examination in a manner not to disrupt the normal business operations of the Company.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization

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and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(f)In no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage.

(g)The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any Holders of Notes unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(h)The permissive right of the Trustee to take any action under this Indenture shall not be construed as a duty to so act.

Section 7.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if this Indenture has been qualified under the Trust Indenture Act) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication, and it assumes no responsibility for their correctness.

Section 7.05Notice of Defaults.

(a)If a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs (or promptly after discovery if the Trustee does not learn of such Event of Default more than 90 days after it occurred), unless such Default or Event of Default shall have been cured or waived. Except in the case of a Default or Event of Default in payment of principal of, premium or Additional Interest, if any, or interest on, any Note, the Trustee shall be

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protected in withholding the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

(b)The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default (other than a Default or Event of Default in the payment of interest (including Additional Interest, if any) or premium, if any, on, or the principal of, the Notes) unless a Responsible Officer of the Trustee has actual knowledge thereof or shall have received written notice thereof at its address set forth in Section 13.02 hereof from the Company or any Guarantor or Holders of 25% in aggregate principal amount of the then outstanding Notes specifying the occurrence and nature thereof and stating that such notice is a notice of default.

Section 7.06Reports by Trustee to Holders of the Notes.

(a)Within 60 days after each May 15 beginning with May 15, 2011, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a report dated as of such reporting date, in accordance with, and to the extent required by, § 313 of the TIA.

(b)A copy of each report at the time of its mailing to the Holders of Notes will be filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee in writing when the Notes are listed on any stock exchange.

Section 7.07Compensation and Indemnity.

(a)The Company will pay to the Trustee from time to time reasonable compensation as shall be agreed to in writing by the Company and the Trustee for its acceptance of this Indenture and services hereunder (it being hereby agreed that the compensation set forth in the fee letter between the Company and the Trustee is reasonable). The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b)The Company and the Guarantors will, jointly and severally, indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder and in connection with the exercise or performance of any of its powers or duties (if any) under the Collateral Agreements, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(c)The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture. The obligations of the Company and the Guarantors to the Trustee under this Section 7.07 shall survive the resignation, removal or replacement of the Trustee to

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the extent that the Trustee incurred fees, reimbursable expense or indemnifiable losses, liabilities or expenses while acting as trustee hereunder before such resignation, removal or replacement.

(d)To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07 and Section 10.11 hereof, the Trustee and the Collateral Agent will have a Lien prior to the Notes on all money or property held or collected by the Trustee or the Collateral Agent, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture and the resignation, removal or replacement of the Trustee or Collateral Agent.

(e)When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(9) or (10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f)The Trustee will comply with the provisions of TIA§313(b)(2).

Section 7.08Replacement of Trustee.

(a)A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08 and the Company’s receipt of written notice from the successor Trustee of such appointment.

(b)The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(1)the Trustee fails to comply with Section 7.10 hereof;

(2)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3)a receiver of the Trustee or of its property shall have been appointed, or a custodian or public officer takes charge of the Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(4)the Trustee becomes incapable of acting.

(c)If the Trustee resigns, is removed or becomes incapable of acting, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d)If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

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(e)If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee, without any further act, deed, or conveyance, will have all the rights, powers, trusts and duties of the Trustee under this Indenture; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its Lien provided for in Section 7.07 hereof. The Company will give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to Holders of the Notes. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09Successor Trustee by Merger, etc.

Any entity into which the Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such entity shall be otherwise qualified and eligible under this Article, to the extent operative, without the execution or filing of any paper or further act on the part of any of the parties hereto. In the case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

Section 7.10Eligibility; Disqualification.

(a)There will at all times be a Trustee hereunder that is an entity organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trust power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $25.0 million as set forth in its most recent published annual report of condition. If at any time the Trustee ceases to be eligible in accordance with the provisions of this Section 7.10, it shall resign immediately in the manner and with the effect specified in this Article.

(b)This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee shall comply with the terms of TIA § 310(b).

Section 7.11Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311, excluding any creditor relationship listed in TIA § 311(b).

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ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and Note Guarantees upon compliance with the conditions set forth below in this Article 8.

Section 8.02Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other sections of this Indenture referred to in clauses (1) and (2) of this Section 8.02, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1)the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or premium and Additional Interest, if any, and interest on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2)the obligations with respect to the notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3)the rights, powers, trusts, duties and immunities of the Trustee and the Collateral Agent hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and

(4)this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 3.09, 4.03, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of

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Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(8) hereof will not constitute Events of Default.

Section 8.04Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1)the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, or premium and Additional Interest, if any, and interest on, such Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2)in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that:

(A)the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(B)since the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to

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be applied to such deposit and the deposit will not result in a breach or violation of, or constitute a default under, any instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(5)such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound;

(6)the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and

(7)the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

If the Company exercises Legal Defeasance or Covenant Defeasance, any Liens securing the Notes that were created pursuant to this Indenture and the Collateral Agreements will be released.

Section 8.05Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06Repayment to Company.

Subject to applicable abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or Additional Interest, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or Additional Interest, if any, or interest has become due and payable shall be paid to

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the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or Additional Interest, if any, or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01Without Consent of Holders of Notes.

Notwithstanding Section 9.02, the Company, the Guarantors, the Trustee and, if applicable, the Collateral Agent may amend or supplement this Indenture, the Notes, the Note Guarantees or the Collateral Agreements without the consent of any Holder of Notes:

(1)to cure any ambiguity, defect or inconsistency;

(2)to provide for uncertificated Notes in addition to or in place of Definitive Notes;

(3)to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable;

(4)to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder;

(5)to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6)to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that

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such provision was intended by the Company to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, as certified by the Company in an Officer’s Certificate;

(7)to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture;

(8)to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or

(9)in connection with any addition or release of Collateral permitted under the terms of this Indenture or the Collateral Agreements.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment or supplement, and upon receipt by the Trustee and the Collateral Agent, as applicable, of the documents described in Sections 7.02 and 9.06 hereof, the Trustee and the Collateral Agent, as applicable, will join with the Company and the Guarantors in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent, as applicable, will not be obligated to enter into such amendment or supplement that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Company, the Trustee and the Collateral Agent, as applicable, may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof), the Notes, the Note Guarantees and the Collateral Agreements (including, with respect to the Intercreditor Agreement and the New Revolving Credit Facility with the consent of the First Lien Collateral Agent), with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Interest, if any, or interest on, the Notes, except a payment default resulting solely from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees or the Collateral Agreements may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment or supplement, and upon the filing with the Trustee and the Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent, as applicable, of the documents described in Sections 7.02 and 9.06 hereof, the Trustee and the Collateral Agent, as applicable, will join with the Company in the execution of such amendment or supplement unless such amendment or supplement affects the Trustee’s or the Collateral Agent’s, as the case may be, own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amendment or supplement.

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It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment or supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes, the Note Guarantees or the Collateral Agreements. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Note held by a non-consenting Holder):

(1)reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof);

(3)reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4)waive a Default or Event of Default in the payment of principal of, or interest (including Additional Interest) or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5)make any Note payable in money other than that stated in the Notes;

(6)make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest (including Additional Interest) or premium, if any, on, the Notes;

(7)waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);

(8)release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(9)make any change in the preceding amendment and waiver provisions.

Notwithstanding the foregoing, any amendment to, or waiver of, the provisions of this Indenture or any Collateral Agreement that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 662/3% in aggregate principal amount of the Notes then outstanding.

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Section 9.03Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.04Revocation and Effect of Consents.

(a)Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. Subject to Section 9.04(b) hereof, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

(b)The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action required or permitted to be taken pursuant to this Indenture, other than the delivery of instructions by Holders to the Trustee or Collateral Agent. If a record date is fixed, then notwithstanding the first paragraph of this Section 9.04, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall become valid or effective more than 120 days after such record date.

Section 9.05Notation on or Exchange of Notes.

The Company may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06Trustee to Sign Amendments, etc.

The Trustee and the Collateral Agent, if applicable, will sign any amendment or supplement authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Company may not sign an amendment or supplement until the Board of Directors of the Company approves it. In executing any amendment or supplement, the Trustee and the Collateral Agent, as applicable, will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment or supplement is authorized or permitted by this Indenture and the Collateral Agreements (if applicable).

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ARTICLE 10

COLLATERAL AND SECURITY

Section 10.01Grant of Security Interest.

(a)To secure the due and punctual payment of the principal of, premium and Additional Interest, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and Additional Interest, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Company and the Guarantors to the Holders, the Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, the Company and the Guarantors hereby covenant to cause the Collateral Agreements to be executed and delivered concurrently with this Indenture. The Collateral Agreements shall provide for the grant by the Company and Guarantors party thereto to the Collateral Agent of security interests in the Collateral.

(b)Each Holder, by its acceptance of a Note, (i) appoints the Collateral Agent to act as its agent under this Indenture and the Collateral Agreements (and by its signature below, the Collateral Agent accepts such appointment), (ii) authorizes the Collateral Agent to enter into the Collateral Agreements to which it is a party, to take such action on its behalf and in the Collateral Agent’s designated capacity under the provisions of this Indenture and the Collateral Agreements, and to perform its obligations and exercise its rights expressly designated to it hereunder and thereunder in accordance therewith, and (iii) consents and agrees to the terms of each Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture and the Collateral Agreements, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Holders. The duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have a trust relationship with any Holder, obligor or any other Person by reason of this Indenture, or any of the Collateral Agreements.

(c)The Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Indenture and the Collateral Agreements to which the Collateral Agent is a party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, or the Collateral Agreements or otherwise exist on the part of the Collateral Agent. The conferral upon the Collateral Agent of any right shall not imply a duty on the Collateral Agent’s part to exercise such right.

(d)The Collateral Agent may perform its duties under this Indenture and the Collateral Agreements to which the Collateral Agent is a party by or through receivers, agents, attorneys-in-fact and employees. The Collateral Agent may consult with and employ legal counsel, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel.

(e)The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, consent, certificate, affidavit, letter, certification, statement, notice or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and

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statements of legal counsel (including, without limitation, counsel to the Company or any obligor). The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document. The Collateral Agent shall have no liability for failing or refusing to take any action under this Indenture or the Collateral Agreements unless it shall first receive such advice, direction, instruction or concurrence as is required hereunder; and the Collateral Agent has the right to seek instructions before acting or electing not to act under this Indenture or the Collateral Agreements. The Collateral Agent shall in all cases have no liability in acting, or refraining from acting, under this Indenture and the Collateral Agreements in accordance with a direction or instruction from the Company or Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes, as applicable, and such direction or instruction and any action taken or failure to act pursuant thereto shall be binding upon all the Holders.

(f)The Collateral Agent shall not be deemed to have knowledge of any Default or Event of Default unless a Responsible Officer of the Collateral Agent has received written notice from the Company, the Trustee or the Holders of 25% in aggregate principal amount of the then outstanding Notes specifying the occurrence and nature thereof and stating that such notice is a notice of default.

(g)The Collateral Agent shall not be liable for any action taken or omitted to be taken by it in connection with this Indenture or any Collateral Agreement or instrument referred to or provided for herein or therein, except to the extent that any of the foregoing are found by a final, nonappealable decision of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct. The Collateral Agent does not assume any responsibility for any failure or delay in performance or any breach by the Company or any obligor of any obligations under this Indenture and the Collateral Agreements. The Collateral Agent shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in any Collateral Agreements or in any certificate, report, statement, or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture or any Collateral Agreement; the execution, validity, genuineness, effectiveness or enforceability of any Collateral Agreement; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Obligations under this Indenture and the Collateral Agreements. The Collateral Agent shall have no obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of this Indenture and the Collateral Agreements, or the satisfaction of any conditions precedent contained in this Indenture and any Collateral Agreements. The Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under this Indenture and the Collateral Agreements unless expressly set forth hereunder or thereunder. The Collateral Agent shall have the right at any time to seek instructions from the Holders with respect to the administration of the Collateral Agreements. In no event shall the Collateral Agent be liable to any Person, under this Indenture or the Collateral Agreements, for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage.

(h)No provision of this Indenture or the Collateral Agreements shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers unless the Collateral Agent shall have received indemnity satisfactory to the Collateral Agent against potential costs and liabilities incurred by the Collateral Agent relating thereto. Notwithstanding anything to the contrary

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contained in this Indenture or any of the Collateral Agreements, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as the result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.

(i)The parties hereto and the Holders hereby agree and acknowledge that the Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, the Collateral Agreements or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture and the Collateral Agreements, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral, as those terms are defined in Section 101(20)(E) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended.

(j)Notwithstanding the fact that the following assets may secure First Lien Obligations,

(1)The Equity Interests of the Restricted Subsidiaries of the Company that are owned by the Company or any Guarantor will constitute Collateral only to the extent that such Equity Interests can secure Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Restricted Subsidiary to be filed with the SEC (or any other governmental agency);

(2)In the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Restricted Subsidiary due to the fact that such Restricted Subsidiary’s Equity Interests secure the Notes or any Guarantee, then the Equity Interests of such Restricted Subsidiary shall automatically be deemed not to be part of the Collateral, but only to the extent necessary to not be subject to such requirement (and, in such event, the Collateral Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the second-prior security interests on the shares of Equity Interests that are so deemed to no longer constitute part of the Collateral); and

(3)In the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, that would permit) such Restricted Subsidiary’s Equity Interests to secure the Notes in excess of the amount then pledged without the filing with the

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SEC (or any other governmental agency) of separate financial statements of such Restricted Subsidiary, then the Equity Interests of such Restricted Subsidiary shall automatically be deemed to be part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Collateral Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Collateral Document such additional Equity Interests).

Section 10.02Recording and Opinions.

(a)The Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Agreements, to perfect, maintain (with the priority required under the Collateral Agreements), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Agreements in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement and other Permitted Liens), and subject to no other Liens other than Permitted Liens, including without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the Collateral Agent, and the Trustee under this Indenture and the Collateral Agreements to all property comprising the Collateral, and (ii) subject to the terms of the Intercreditor Agreement, the delivery of the certificates evidencing the securities pledged under the Collateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have delivered financing statements for filing by the Initial Purchaser or their agents. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

(b)The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of May 15 of each year, commencing May 15, 2011, an Opinion of Counsel in compliance with TIA § 314(b).

Section 10.03Release of Collateral.

(a)Subject to the Intercreditor Agreement, the Collateral Agent shall not at any time release the Collateral from the security interests created by the Collateral Agreements unless such release is expressly in accordance with the provisions of this Indenture and the applicable Collateral Agreements.

(b)Subject to the terms of the Intercreditor Agreement, at any time when an Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise), no release of the Collateral pursuant to the provisions of this Indenture or the Collateral Agreements shall be effective as against the Holders, the Collateral Agent or the Trustee.

(c)The release of any Collateral from the terms of the Collateral Agreements shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to this Indenture and the Collateral Agreements. To the extent applicable, the Company shall cause § 313(b), relating to reports, and § 314(d) of the TIA relating to the release of property (other than the release of current assets in the ordinary course of business) from the security interests created by this Indenture and the Collateral Agreements to be complied with; provided,

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that any certificate or opinion required by §314(d) of the TIA may be made solely by an Officer of the Company.

Section 10.04Specified Releases of Collateral.

Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements or as provided in this Indenture. Upon the written request of the Company, the Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the Obligations under the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances:

(1)if any Subsidiary that is a Guarantor is released from its Note Guarantee pursuant to the terms hereof, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantees;

(2)if any assets are sold, leased, conveyed, disposed of or otherwise transferred pursuant to the terms of this Indenture, such assets will be released from the Liens securing the Notes and the Note Guarantees;

(3)as described under Sections 9.01 and 9.02 hereof; or

(4)as described under Section 10.05 hereof.

Upon the request of the Company pursuant to an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent hereunder and under the Collateral Agreements have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture, the Collateral Agreements.

Section 10.05Release upon Satisfaction or Defeasance of all Outstanding Obligations.

(a)The Liens on all Collateral that secure the Notes and the Note Guarantees will be terminated and released:

(1)if the Company exercises Legal Defeasance or Covenant Defeasance as described in Sections 8.02 or 8.03 hereof;

(2)upon satisfaction and discharge of this Indenture as described under Article 12 hereof; or

(3)upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest, if any) on the Notes and all other Obligations under this Indenture and the Collateral Agreements that are then due and payable.

(b)Upon the request of the Company pursuant to an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent hereunder and under the Collateral Agreements have been met, any necessary or proper instruments of termination, satisfaction or release prepared by the Company

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or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements.

Section 10.06Form and Sufficiency of Release.

In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that may be sold, exchanged or otherwise disposed of by the Company or such Guarantor to any Person other than the Company or a Guarantor, and the Company or such Guarantor requests in writing that the Trustee or Collateral Agent furnish a written disclaimer, release or quit-claim of any interest in such property under this Indenture and the Collateral Agreements, the Trustee and the Collateral Agent, as applicable, shall execute, acknowledge and deliver to the Company or such Guarantor (in the form prepared by the Company at the Company’s sole expense) such an instrument promptly after satisfaction of the conditions set forth herein for delivery of any such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released herefrom shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture or of the Collateral Agreements.

Section 10.07Purchaser Protected.

No purchaser or grantee of any property or rights purporting to be released herefrom shall be bound to ascertain the authority of the Collateral Agent to execute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this Indenture to be sold or otherwise disposed of by the Company be under any obligation to ascertain or inquire into the authority of the Company to make such sale or other disposition.

Section 10.08Authorization of Actions to be Taken by the Collateral Agent Under the Collateral Agreements

(a)Subject to the provisions of the applicable Collateral Agreements, each Holder, by acceptance of the Notes, agrees that the Collateral Agent shall execute and deliver the Collateral Agreements to which it is a party and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture or the Collateral Agreements and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes, the Trustee or the Company, as applicable.

(b)Prior to the occurrence of an Event of Default, the Company may direct the Collateral Agent in connection with any action required or permitted by this Indenture or the Collateral Agreements. After the occurrence of an Event of Default, the Trustee may direct the Collateral Agent in connection with any action required or permitted by this Indenture or the Collateral Agreements.

Section 10.09Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements.

The Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Agreements and to the extent not prohibited by the

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Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 6.10 hereof and the other provisions of this Indenture.

Section 10.10Action by the Collateral Agent.

In each case that Collateral Agent may or is required hereunder or under any Collateral Agreement to take any action (an “Action”), including without limitation to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under any Collateral Agreement, the Collateral Agent may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Collateral Agent shall be entitled to refrain from such Action unless and until the Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Collateral Agent shall not incur liability to any Person by reason of so refraining.

Notwithstanding anything to the contrary in this Indenture or any Collateral Agreement, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture or the Collateral Agreements (including without limitation the filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Collateral Agreements or the security interests or Liens intended to be created thereby.

Section 10.11Compensation and Indemnity.

(a)The Company will pay to the Collateral Agent from time to time reasonable compensation as shall be agreed to in writing by the Company and the Collateral Agent for its acceptance of this Indenture, the Collateral Agreements and services hereunder (it being hereby agreed that the compensation set forth in the fee letter between the Company and the Trustee is reasonable). The Company will reimburse the Collateral Agent promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Collateral Agent’s agents and counsel.

(b)The Company and the Guarantors will, jointly and severally, indemnify the Collateral Agent against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture and the Collateral Agreements, including (i) any claim relating to the grant to the Collateral Agent of any Lien in any property or assets of the Company or the Guarantors and (ii) the costs and expenses of enforcing this Indenture, the Intercreditor Agreement and the Collateral Agreements against the Company and the Guarantors (including this Section 10.11) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faith. The Collateral Agent will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Collateral Agent to so notify the Company will not relieve the Company or any of the Guarantors of their

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obligations hereunder. The Company or such Guarantor will defend the claim and the Collateral Agent will cooperate in the defense. The Collateral Agent may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(c)The obligations of the Company and the Guarantors under this Section 10.11 will survive the satisfaction and discharge of this Indenture and the resignation, removal or replacement of the Collateral Agent.

Section 10.12Resignation; Successor Collateral Agent.

Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving notice thereof to the Company, the Trustee and the Holders. Upon receipt of such notice, the Company shall appoint a successor Collateral Agent. Upon acceptance by a successor Collateral Agent of an appointment to serve as Collateral Agent hereunder and under the Collateral Agreements, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of the retiring Collateral Agent without further act but the retiring Collateral Agent shall continue to have the benefits of the compensation, reimbursement and indemnification set forth in this Indenture and the Collateral Agreements. Notwithstanding any Collateral Agent’s resignation, the provisions of this Article 10 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Collateral Agent. Any successor to Wilmington Trust FSB by merger or acquisition of stock or acquisition of the corporate trust business shall continue to be Collateral Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

ARTICLE 11

NOTE GUARANTEES

Section 11.01Guarantee.

(a)Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1)the principal of, premium and Additional Interest, if any, and interest on, the Notes will be promptly paid in full when due, subject to the applicable grace periods, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders, the Trustee or the Collateral Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2)in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to applicable grace periods, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

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(b)The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c)If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d)Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Section 11.02Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Collateral Agent, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.03Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

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Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.17 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.17 hereof and this Article 11, to the extent applicable.

Section 11.04Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1)immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2)either:

(A)the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement and the Collateral Agreements pursuant to a supplemental indenture and appropriate Collateral Agreements; or

(B)the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture or as otherwise required by the Intercreditor Agreement.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

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Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a) and 11.04(2)(b) hereof, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 11.05Releases.

(a)The Note Guarantee of a Guarantor will be released, without the consent of any Holder:

(1)in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof;

(2)in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof;

(3)if the Company designates that Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;

(4)upon a Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 12; or

(5)as provided by the Intercreditor Agreement.

(b)At the Company’s written direction and expense, in the event that a Note Guarantee of a Guarantor shall be released in accordance with this Section 11.05, the Trustee will execute and deliver an instrument acknowledging such release in accordance with the terms of this Indenture (in a form prepared by the Company).

(c)Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.05 will remain liable for the full amount of principal of and premium and interest (including Additional Interest, if any) on the Notes and for the other Obligations of any Guarantor under this Indenture as provided in this Article 11.

ARTICLE 12

SATISFACTION AND DISCHARGE

Section 12.01Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1)either:

(A)all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been

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deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(B)all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest (including Additional Interest, if any) to the date of maturity or redemption;

(2)no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge any similar concurrent deposit relating to other indebtedness, and in each case the granting of Liens to secure such borrowings);

(3)the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(4)the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.07 and 10.11 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 12.02Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money and non-callable Government Securities deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and premium and interest (including Additional Interest, if any) for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or

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judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium or Additional Interest, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 13

MISCELLANEOUS

Section 13.01       Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control. Any provision of the TIA which is required to be included in a qualified indenture, but not expressly included herein, shall be deemed to be included by this reference.

Section 13.02       Notices.

Any notice or communication by the Company, any Guarantor, the Trustee or the Collateral Agent to the others is duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

OnCure Holdings, Inc.

188 Inverness Drive West, Suite 650

Englewood, CO 80112

Attention: Timothy A. Peach, Chief Financial Officer

Facsimile No.: (303) 643-6528

Telephone No.: (303) 643-6541

with a copy to:

OnCure Medical Corp.

18100 Von Karman

Suite 450

Irvine, California 92612-0162

Attention: Russell D. Phillips, Jr.,

Executive Vice President, General Counsel and Secretary

and an additional copy to:

Latham & Watkins LLP

555 Eleventh Street, NW

Suite 1000

Washington DC 20004

Attention: Patrick Shannon, Esq.

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If to the Trustee and Collateral Agent:

Wilmington Trust FSB

246 Goose Lane, Suite 105

Guilford, Connecticut 06437

Facsimile No.: (203) 453-1183

Attention: Joseph P. O’Donnell

The Company, any Guarantor, the Trustee or the Collateral Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its designee) pursuant to the customary procedures of such Depositary.

Section 13.03       Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 13.04       Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company or any Guarantor to the Trustee or Collateral Agent to take any action under this Indenture or the Collateral Agreements, the Company or such Guarantor, as the case may be, shall furnish to the Trustee or Collateral Agent, as applicable:

(1)               an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee or Collateral Agent, as applicable, (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture or the Collateral Agreements, as applicable, relating to the proposed action have been satisfied; and

96

(2)               an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee or Collateral Agent, as applicable, (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants, if any, have been satisfied.

Section 13.05       Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4) or the Officer’s Certificate required by Section 4.04 hereof) must comply with the provisions of TIA § 314(e) and must include:

(1)       a statement that each individual signing such certificate or opinion has read such covenant or condition;

(2)       a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)       a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4)       a statement as to whether or not, in the opinion of each such individual, such condition or covenant has been satisfied;

provided, that with respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

Section 13.06       Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07       No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any Obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or the Collateral Agreements or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Section 13.08 Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE COLLATERAL AGREEMENTS, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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Section 13.09       No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10       Successors.

All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture and the Note Guarantees will bind its successors, except as otherwise provided in Section 11.05.

Section 13.11       Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 13.12       Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 13.13       Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be executed as of the date first written above.

THE COMPANY:
ONCURE HOLDINGS, INC.
By:	/s/ L. Duane Choate
	Name: L. Duane Choate
	Title: President and Chief Executive Officer

[Indenture]

THE GUARANTORS:
ONCURE MEDICAL CORP.
CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC.
COASTAL ONCOLOGY, INC.
ENGLEWOOD ONCOLOGY, INC.
FOUNTAIN VALLEY & ANAHEIM
RADIATION ONCOLOGY CENTERS, INC.
INTERHEALTH FACILITY TRANSPORT, INC.
JAXPET, LLC
JAXPET/POSITECH, L.L.C.
MANATEE RADIATION ONCOLOGY, INC.
MICA FLO II, INC.
MISSION VIEJO RADIATION ONCOLOGY
MEDICAL GROUP, INC.
POINTE WEST ONCOLOGY, LLC
RADIATION ONCOLOGY CENTER, LLC
SANTA CRUZ RADIATION ONCOLOGY
MANAGEMENT CORP.
SARASOTA COUNTY ONCOLOGY, INC.
SARASOTA RADIATION & MEDICAL
ONCOLOGY CENTER, INC.
U.S. CANCER CARE, INC.
USCC ACQUISITION CORP.
USCC FLORIDA ACQUISITION CORP.
USCC HEALTHCARE MANAGEMENT CORP.
VENICE ONCOLOGY CENTER, INC.
By:	/s/ L. Duane Choate
Name: L. Duane Choate
Title: President and Chief Executive Officer

[Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be executed as of the date first written above.

TRUSTEE AND COLLATERAL AGENT:
WILMINGTON TRUST FSB, as trustee and collateral agent
By:	/s/ Joseph P O’Donnell
	Name:	Joseph P O’Donnell
	Title:	Vice President

[Indenture]

EXHIBIT A

FORM OF GLOBAL NOTE

113/4% SENIOR SECURED NOTES DUE 2017

[Insert the Regulation S Temporary Global Note Legend, if applicable, pursuant to the provisions of the Indenture]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF ONCURE HOLDINGS, INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, OR (C) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR

A1-1

TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.

THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT PURSUANT TO OR IN CONNECTION WITH THE INDENTURE (AS DEFINED HEREIN) AND THE EXERCISE OF ANY RIGHT OR REMEDY AGAINST THE COLLATERAL (AS DEFINED IN THE INDENTURE) BY THE COLLATERAL AGENT HEREUNDER AND PURSUANT TO THE INDENTURE ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF MAY 13, 2010 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG GENERAL ELECTRIC CAPITAL CORPORATION, AS FIRST LIEN AGENT (OR ITS SUCCESSORS AND ASSIGNS IN THAT CAPACITY), WILMINGTON TRUST FSB, AS SECOND LIEN AGENT (OR ITS SUCCESSORS AND ASSIGNS IN THAT CAPACITY), AND CERTAIN OTHER PERSONS PARTY OR THAT MAY BECOME PARTY THERETO FROM TIME TO TIME.

0

ONCURE HOLDINGS, INC.

113/4% Senior Secured Notes due 2017

	CUSIP/CINS
No.	$

promises to pay to                             or registered assigns,

the principal sum of                                                                                                               DOLLARS on May 15, 2017.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Dated:                           , 20

Reference is made to the further provisions of this Note contained on the reverse side of this Note, which for all purposes have the same effect as if set forth at this place.

[Signature pages follow]

IN WITNESS WHEREOF, OnCure Holdings, Inc. has caused this Note to be signed manually or by facsimile by its duly authorized officer as of this        day of                   , 20    .

ONCURE HOLDINGS, INC.
By:
	Name:
	Title:

This is one of the 113/4% Senior Secured Notes due 2017 referred to in the within-mentioned Indenture.

Dated:                     , 20

WILMINGTON TRUST FSB, as trustee
By:
	Name:
	Title:

(REVERSE OF NOTE)

113/4% Senior Secured Notes due 2017

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)       INTEREST. OnCure Holdings, Inc., a Delaware corporation (the “Company”), promises to pay or cause to be paid interest on the principal amount of this Note at 113/4% per annum from                 , 20     until maturity and shall pay the Additional Interest, if any, payable pursuant to Section 4 of the Registration Rights Agreement referred to below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be November 15, 2010. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 2% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(2)       METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Additional Interest, if any, and interest at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)       PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust FSB, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(4)       INDENTURE AND COLLATERAL AGREEMENTS. The Company issued the Notes under an Indenture dated as of May 13, 2010 (the “Indenture”) among the Company, the Guarantors, the Trustee and the Collateral Agent. The terms of the Notes include those stated

in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the Company. The obligations of the Company and the Guarantors under the Notes and the Note Guarantees are secured by Liens on the Collateral pursuant to the terms of the Collateral Agreements. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5)           OPTIONAL REDEMPTION.

(i) At any time prior to May 15, 2013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 111.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date with the net cash proceeds of an Equity Offering by the Company; provided that:

(i)            at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(ii)           the redemption occurs within 90 days of the date of the closing of such Equity Offering.

(ii) On or after May 15, 2014, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption:

Year	Percentage
2014	105.875	%
2015	102.938	%
2016 and thereafter	100.000	%

Except pursuant to paragraph 5(a), the Notes are not redeemable at the Company’s option prior to May 15, 2014. The Company is not, however, prohibited under the Indenture from acquiring the Notes by means other than a redemption, whether pursuant to open-market transactions, tender offers or otherwise so long as such acquisition does not otherwise violate the terms of the Indenture. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(6)            MANDATORY REDEMPTION.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7)           REPURCHASE AT THE OPTION OF HOLDER.

(i)       If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(ii)      If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an offer (an “Asset Sale Offer”) to (1) all Holders of Notes, and (2) unless such Asset Sale involves a sale of Collateral other than Collateral that is subject to a Permitted Lien, at the option of the Company, all holders of other Indebtedness that is pari passu with the Notes and contains provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, in each case to purchase, prepay or redeem the maximum principal amount of Notes and, if applicable, such other pari passu Indebtedness that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price with respect to the Notes in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of repurchase, prepayment or redemption, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture (including, without limitation, the repayment of Indebtedness and other Obligations under a Credit Facility, whether or not secured by a first priority Lien on the assets that are the subject of such Asset Sale). If the aggregate principal amount of Notes and, if applicable, other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company will select the other pari passu Indebtedness to be repurchased, prepaid or redeemed on a pro rata basis, and the Trustee will select the Notes to be repurchased, prepaid or redeemed on a pro rata basis or by lot or by other method as the Trustee deems fair and appropriate, in each case based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8)           NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture pursuant to Articles 8 and 12. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed or purchased.

(9)           DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)         PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. Only registered Holders have rights under the Indenture.

(11)         AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes, the Note Guarantees, the Collateral Agreements and, with the consent of the First Lien Collateral Agent under the New Revolving Credit Facility, the Intercreditor Agreement may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including, without limitation, Additional Notes, if any (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and any existing Default or Event or Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Interest, if any, or interest on, the Notes, except a payment defaulting resulting solely from an acceleration that has been rescinded) or compliance with any provision of the Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including, without limitation, Additional Notes, if any (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of a Note, the Indenture, the Notes, the Note Guarantees or, the Collateral Agreements, may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; (v) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vi) to conform the text of the Indenture, the Note Guarantees, the Collateral Agreements or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision was intended by the Company to be a verbatim recitation of a provision of the Indenture, the Note Guarantees, the Collateral Agreements or the Notes, which intent shall be evidenced by an Officer’s Certificate to that effect; (vii) to enter into additional or supplemental Collateral Agreements; (viii) to release Collateral in accordance with the terms of the Indenture and the Collateral Agreements; (ix) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture; or (x) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes.

Notwithstanding the foregoing, any amendment to, or waiver of, the provisions of the Indenture or any Collateral Agreement that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 662/3% in aggregate principal amount of the Notes then outstanding.

(12)         DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest (including Additional Interest, if any) on the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium on, the Notes; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 3.09, 4.07, 4.09, 4.10, 4.15, and 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default (A) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments are remain unpaid or are not discharged or stayed for a period of 60 days; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (viii) any Collateral Agreement at any time for any reason shall cease to be in full force and effect in all material respects, or ceases to give the Collateral Agent the Liens, rights, powers and privileges purported to be created thereby, superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as expressly permitted by the applicable Collateral Agreement or the Indenture; or the Company or any of the Guarantors, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Collateral Agreement; and (ix) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Additional Interest, if

any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Additional Interest, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13)         TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(14)         NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder of the Company or any of the Guarantors, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

(15)         AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)         ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)         [ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes originally issued on the date of the Indenture will have all the rights set forth in the Registration Rights Agreement dated as of May 13, 2010, among the Company, the Guarantors and Jefferies & Company, Inc., as Initial Purchaser, in the case of Additional Notes (if any), Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company will be obligated to consummate an Exchange Offer. Upon such Exchange Offer, the Holders of Notes shall have the right, subject to compliance with securities laws, to exchange such Notes for Exchange Notes in like principal amount and having terms identical in all material respects to the Initial Notes and/or Additional Notes, if any; provided, that the form of the Exchange Notes shall include such variations as are permitted or required by the Registration Rights Agreement. The Holders of Notes shall be entitled to receive Additional Interest in the event such Exchange Offer is not consummated pursuant to and in accordance with the terms and conditions of the Registration Rights Agreement. ]

(18)         CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(19)         GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture, any of the Collateral Agreements and/or the Registration Rights Agreement. Requests may be made to:

OnCure Holdings, Inc.

188 Inverness Drive West, Suite 650

Englewood, CO 80112

Attention: Timothy A. Peach, Chief Financial Officer

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the SEC of the effectiveness of a registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”), covering resales of this Note (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) the expiration of the applicable holding period with respect to restricted securities set forth in Rule 144 under the Securities Act, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that this Note is being transferred:

[Check One]

(1)	o	to the Company or a subsidiary thereof; or
(2)	o	pursuant to and in compliance with Rule 144A under the Securities Act; or
(3)	o	to an “accredited investor” (as defined in Rule 501(a) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter can be obtained from the Company); or
(4)	o	outside the United States to a person other than a “U.S. person” in compliance with Rule 904 of Regulation S under the Securities Act; or
(5)	o	pursuant to the exemption from registration provided by Rule 144 under the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof; provided that if box (3), (4) or (5) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications (including an investment letter in the case of box (3) or (4)) and other information as the Trustee or the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.06 of the Indenture shall have been satisfied.

Dated:	Signed:
		(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	NOTICE: To be executed by an executive officer

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

o  Section 4.10 o  Section 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$                     

Date:

Your Signature:        

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.: 

Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of
decrease in
Principal Amount
of this Global Note Amount of
increase in
Principal Amount
of this Global Note Principal Amount
of this Global Note
following such
decrease (or
increase) Signature of
authorized officer
of Trustee or
Custodian

* This schedule should be included only if the Note is issued in global form.

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

OnCure Holdings, Inc.

188 Inverness Drive West, Suite 650

Englewood, CO 80112

Attention: Timothy A. Peach, Chief Financial Officer

Wilmington Trust FSB

246 Goose Lane, Suite 105

Guilford, Connecticut 06437

Facsimile No.: (203) 453-1183

Attention: Joseph P. O’Donnell

Re: 113/4% Senior Secured Notes due 2017

Reference is hereby made to the Indenture, dated as of May 13, 2010 (the “Indenture”), among OnCure Holdings, Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust FSB, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                        , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $          in such Note[s] or interests (the “Transfer”), to                  (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.o  Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2.o  Check if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Global Note, the Regulation S Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the

B-1

transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S Temporary Global Note and/or the Restricted Definitive Note and in the Indenture and under the Securities Act.

3.o  Check and complete if Transferee will take delivery of a beneficial interest in the AI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other  than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)o  such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)o  such Transfer is being effected to the Company or a subsidiary thereof;

or

(c)o  such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d)o  such Transfer is being effected to an Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the AI Global Note and/or the Restricted Definitive Notes and in the Indenture and under the Securities Act.

B-2

4.o  Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)o  Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)o  Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)o  Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

		[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1.The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)oa beneficial interest in the:

(i)o  144A Global Note (CUSIP               ), or

(ii)o  Regulation S Global Note (CUSIP                ), or

(iii)o  AI Global Note (CUSIP              ), or

(b)oa Restricted Definitive Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(a)oa beneficial interest in the:

(i)o  144A Global Note (CUSIP              ), or

(ii)o  Regulation S Global Note (CUSIP              ), or

(iii)o  AI Global Note (CUSIP              ), or

(iv)o  Unrestricted Global Note (CUSIP              ); or

(b)oa Restricted Definitive Note; or

(c)oan Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

OnCure Holdings, Inc.

188 Inverness Drive West, Suite 650

Englewood, CO 80112

Attention: Timothy A. Peach, Chief Financial Officer

Wilmington Trust FSB

246 Goose Lane, Suite 105

Guilford, Connecticut 06437

Facsimile No.: (203) 453-1183

Attention: Joseph P. O’Donnell

Re: 113/4% Senior Secured Notes due 2017

Reference is hereby made to the Indenture, dated as of May 13, 2010 (the “Indenture”), among OnCure Holdings, Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust FSB, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                               , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                              in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1.             Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a)   o  Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)   o  Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c)   o  Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for

C-1

a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)   o  Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.             Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a)   o  Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and under the Securities Act.

(b)   o  Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o 144A Global Note, o Regulation S Global Note, o AI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

	[Insert Name of Transferor]
By:
	Name:
	Title:

C-2

Dated:

C-3

Exhibit d

FORM OF CERTIFICATE FROM
ACQUIRING ACCREDITED INVESTOR

OnCure Holdings, Inc.

188 Inverness Drive West, Suite 650

Englewood, CO 80112

Attention: Russell D. Phillips, Jr., Executive Vice President, General Counsel and Secretary

Wilmington Trust FSB

246 Goose Lane, Suite 105

Guilford, Connecticut 06437

Facsimile No.: (203) 453-1183

Attention: Joseph P. O’Donnell

Re: 113/4% Senior Secured Notes due 2017

Reference is hereby made to the Indenture, dated as of May 13, 2010 (the “Indenture”), among OnCure Holdings, Inc., a Delaware corporation, as issuer (the “Company”), the guarantors party thereto and Wilmington Trust FSB, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $                   aggregate principal amount of:

(a)   o  a beneficial interest in a Global Note, or

(b)   o  a Definitive Note,

we confirm that:

1.             We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities law.

2.             We understand that the offer and sale of the Notes have not been registered under the Securities Act or any applicable securities law, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we

D-1

further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3.             We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4.             We are an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.             We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an “accredited investor”) as to each of which we exercise sole investment discretion, in each case for investment only, and not with a view to, or for the offer or sale in connection with, any distribution thereof in violation of the Securities Act.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

		[Insert Name of Accredited Investor]
	By:
		Name:
		Title:
Dated:

D-2

EXHIBIT E

[FORM OF NOTATION OF GUARANTEE]

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of May 13, 2010 (the “Indenture”) among OnCure Holdings, Inc., a Delaware corporation, (the “Company”), the Guarantors party thereto and Wilmington Trust FSB, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), (a) the due and punctual payment of the principal of, premium, if any, and interest on, the Notes, subject to applicable grace periods, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders, the Trustee or the Collateral Agent all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to applicable grace periods, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee and Collateral Agent pursuant to this Notation of Guarantee (this “Note Guarantee”) and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of this Note Guarantee.

THIS IS A CONTINUING GUARANTEE AND SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL BE BINDING UPON EACH GUARANTOR AND ITS SUCCESSORS AND ASSIGNS UNTIL FULL AND FINAL PAYMENT OF ALL OF THE COMPANY’S OBLIGATIONS UNDER THE NOTES AND THE INDENTURE OR UNTIL RELEASED, DISCHARGED OR LEGALLY DEFEASED IN ACCORDANCE WITH THE INDENTURE AND SHALL INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE TRUSTEE, THE COLLATERAL AGENT AND THE HOLDERS, AND, IN THE EVENT OF ANY TRANSFER OR ASSIGNMENT OF RIGHTS BY ANY HOLDER, THE TRUSTEE OR THE COLLATERAL AGENT, THE RIGHTS AND PRIVILEGES HEREIN CONFERRED UPON THAT PARTY SHALL AUTOMATICALLY EXTEND TO AND BE VESTED IN SUCH TRANSFEREE OR ASSIGNEE, ALL SUBJECT TO THE TERMS AND CONDITIONS HEREOF. THIS IS A GUARANTEE OF PAYMENT AND PERFORMANCE AND NOT OF COLLECTION.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[NAME OF GUARANTOR(S)]
By:
	Name:
	Title:

EXHIBIT F

[FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                        , 20    , among                (the “Guaranteeing Subsidiary”), a subsidiary of OnCure Holdings, Inc., (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust FSB, as trustee under the Indenture referred to below (the “Trustee”) and as collateral agent.

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 13, 2010, providing for the issuance of 113/4% Senior Secured Notes due 2017 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.             CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.

4.             NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

5.             NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

F-1

6.             COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7.             EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8.             THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

[Signature page follows.]

F-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:                      , 20
	[GUARANTEEING SUBSIDIARY]
	By:
		Name:
		Title:
	THE COMPANY:
	ONCURE HOLDINGS, INC.
	By:
		Name: L. Duane Choate
		Title: President and Chief Executive Officer

THE GUARANTORS:

ONCURE MEDICAL CORP.

CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC.

COASTAL ONCOLOGY, INC.

ENGLEWOOD ONCOLOGY, INC.

FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC.

INTERHEALTH FACILITY TRANSPORT, INC.

JAX PET, LLC

JAXPET/POSITECH, L.L.C.

MANATEE RADIATION ONCOLOGY, INC.

MICA FLO II, INC.

MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC.

POINTE WEST ONCOLOGY, LLC

RADIATION ONCOLOGY CENTER, LLC

SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP.

SARASOTA COUNTY ONCOLOGY, INC.

SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC.

U.S. CANCER CARE, INC.

USCC ACQUISITION CORP.

USCC FLORIDA ACQUISITION CORP

USCC HEALTHCARE MANAGEMENT CORP.

VENICE ONCOLOGY CENTER, INC.

By:

Name: L. Duane Choate

Title: President and Chief Executive Officer

TRUSTEE AND COLLATERAL AGENT:

WILMINGTON TRUST FSB

By:

Authorized Signatory

EX-4.5

Exhibit 4.5

$210,000,000

ONCURE HOLDINGS, INC.

11.750 % Senior Secured Notes due 2017

REGISTRATION RIGHTS AGREEMENT

May 13, 2010

JEFFERIES & COMPANY, INC.

520 Madison Avenue

New York, New York 10022

Ladies and Gentlemen:

ONCURE HOLDINGS, INC., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 6, 2010, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”), $210,000,000 aggregate principal amount of 11.750% Senior Secured Notes due 2017 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

1.Definitions

Capitalized terms that are used herein without definition and are defined in the Purchase Agreement shall have the respective meanings ascribed to them in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

Additional Interest: See Section 4(a).

Advice: See Section 6(w).

Agreement: This Registration Rights Agreement, dated as of the Closing Date, by and among the Company, the Guarantors party hereto and the Initial Purchaser.

Applicable Period: See Section 2(e).

Business Day: A day that is not a Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized or required by law or executive order to be closed.

Closing Date: May 13, 2010.

Collateral Agreements: Shall have the meaning set forth in the Indenture.

Company: See the introductory paragraph to this Agreement.

Day: Unless otherwise expressly provided, a calendar day.

Effectiveness Date: The 330th day after the Closing Date.

Effectiveness Period: See Section 3(a).

Event Date: See Section 4(b).

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes: Senior Secured Notes due 2017 of the Company, identical in all material respects to the Notes, including the guarantees endorsed thereon, except for references to series and restrictive legends.

Exchange Offer: See Section 2(a).

Exchange Registration Statement: See Section 2(a).

Filing Date: The 270th day after the Closing Date.

FINRA: Financial Industry Regulatory Authority.

Guarantor: Each subsidiary of the Company that guarantees the obligations of the Company under the Notes and Indenture.

Holder: Any beneficial holder of Registrable Notes.

Indemnified Party: See Section 8(c).

Indemnifying Party: See Section 8(c).

Indenture: The Indenture, dated as of the Closing Date, among the Company, the Guarantors and Wilmington Trust FSB, as trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms hereof.

Initial Purchaser: See the introductory paragraph to this Agreement.

Initial Shelf Registration: See Section 3(a).

Inspectors: See Section 6(o).

Lien: Shall have the meaning set forth in the Indenture.

Losses: See Section 8(a).

Notes: See the introductory paragraph to this Agreement.

Participating Broker-Dealer: See Section 2(e).

Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm, government or agency or political subdivision thereof, or other legal entity.

Private Exchange: See Section 2(f).

Private Exchange Notes: See Section 2(f).

Prospectus: The prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchase Agreement: See the introductory paragraph to this Agreement.

Records: See Section 6(o).

Registrable Notes: Notes and Private Exchange Notes; provided, however, that a Note or Private Exchange Note, as applicable, shall cease to be a Registrable Note upon the earliest to occur of the following: (i) in the circumstances contemplated by Section 2(a), the Note has been exchanged for an Exchange Note in an Exchange Offer as contemplated in Section 2(a); (ii) in the circumstances contemplated by Section 3, a Shelf Registration registering such Note or Private Exchange Note, as applicable, under the Securities Act has been declared or becomes effective and such Note or Private Exchange Note, as applicable, has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration; (iii) such Note or Private Exchange Note, as applicable, is actually sold by the holder thereof pursuant to Rule 144 under circumstances in which any legend borne by such Note or Private Exchange Note, as applicable, relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; or (iv) such Note or Private Exchange Note, as applicable, shall cease to be outstanding.

Registration Statement: Any registration statement of the Company and the Guarantors filed with the SEC under the Securities Act (including, but not limited to, the Exchange Registration Statement, the Shelf Registration and any subsequent Shelf Registration) that covers any of the Registrable Notes pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

Rule 144: Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer or such securities being free of the registration and prospectus delivery requirements of the Securities Act.

Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC.

Rule 415: Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

Rule 430A: Rule 430A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

SEC: The Securities and Exchange Commission.

Securities: The Notes, the Exchange Notes and the Private Exchange Notes.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Shelf Notice: See Section 2(j).

Shelf Registration: See Section 3(b).

Subsequent Shelf Registration: See Section 3(b).

TIA: The Trust Indenture Act of 1939, as amended.

Trustee: The trustee under the Indenture and, if existent, the trustee under any indenture governing the Exchange Notes and Private Exchange Notes (if any).

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

2.Exchange Offer

(a)Unless the Exchange Offer would not be permitted by applicable laws or a policy of the SEC, the Company shall (and shall cause each Guarantor to) use commercially reasonable efforts (i) to prepare and file with the SEC promptly after the date hereof, but in no event later than the Filing Date, a registration statement (the “Exchange Registration Statement”) on an appropriate form under the Securities Act with respect to an offer (the “Exchange Offer”) to the Holders of Notes to issue and deliver to such Holders, in exchange for the Notes, a like principal amount of Exchange Notes, (ii) to cause the Exchange Registration Statement to become effective as promptly as practicable after the filing thereof, but in no event later than the Effectiveness Date; provided, however, that without the consent of the Initial Purchaser, the Exchange Offer shall not be consummated prior to the six-month anniversary of the Closing Date, (iii) to keep the Exchange Registration Statement effective until the consummation of the Exchange Offer in accordance with its terms, and (iv) to commence the Exchange Offer and use its best efforts to issue on or prior to 30 days after the date on which the Exchange Registration Statement is declared effective, Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the SEC.

(b)The Exchange Notes shall be issued under, and entitled to the benefits of, (i) the Indenture or a trust indenture that is identical to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualifications thereof under the TIA) and (ii) the Collateral Agreements.

(c)Interest on the Exchange Notes and Private Exchange Notes will accrue from the last interest payment due date on which interest was paid on the Notes surrendered in exchange therefor or, if no interest has been paid on the Notes, from the date of original issue of the Notes. Each Exchange Note and Private Exchange Note shall bear interest at the rate set forth thereon; provided, that interest with respect to the period prior to the

issuance thereof shall accrue at the rate or rates borne by the Notes from time to time during such period.

(d)The Company may require each Holder as a condition to participation in the Exchange Offer to represent (i) that any Exchange Notes received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement and consummation of the Exchange Offer such Holder has not entered into any arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) that if such Holder is an “affiliate” of the either of the Company within the meaning of Rule 405 of the Securities Act, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to it, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Notes and (v) if such Holder is a Participating Broker-Dealer, that it will deliver a Prospectus in connection with any resale of the Exchange Notes.

(e)The Company shall (and shall cause each Guarantor to) include within the Prospectus contained in the Exchange Registration Statement a section entitled “Plan of Distribution” reasonably acceptable to the Initial Purchaser which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer for its own account in exchange for Notes that were acquired by it as a result of market-making or other trading activity (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the judgment of the Initial Purchaser, represent the prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also allow, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including, to the extent so permitted, all Participating Broker-Dealers, and include a statement describing the manner in which Participating Broker-Dealers may resell the Exchange Notes. The Company shall use its best efforts to keep the Exchange Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such Persons must comply with such requirements in order to resell the Exchange Notes (the “Applicable Period”).

(f)If, upon consummation of the Exchange Offer, the Initial Purchaser holds any Notes acquired by it and having the status of an unsold allotment in the initial distribution, the Company (upon the written request from the Initial Purchaser) shall, simultaneously with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to the Initial Purchaser, in exchange (the “Private Exchange”) for the Notes held by the Initial Purchaser, a like principal amount of Senior Secured Notes that are identical to the Exchange Notes except for the existence of restrictions on transfer thereof under the Securities Act and securities laws of the several states of the United States (the “Private Exchange Notes”) (and which are issued pursuant to the same indenture as the Exchange Notes). The Private Exchange Notes shall bear the same CUSIP number as the Exchange Notes.

(g)In connection with the Exchange Offer, the Company shall (and shall cause each Guarantor to):

(i)mail to each Holder a copy of the Prospectus forming part of the Exchange Registration Statement, together with an appropriate letter of transmittal that is an exhibit to the Exchange Offer Registration Statement, and any related documents;

(ii)keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law)

(iii)utilize the services of a depository for the Exchange Offer with an address in the Borough of Manhattan, the City of New York, which may be the Trustee or an affiliate thereof;

(iv)permit Holders to withdraw tendered Registrable Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer shall remain open; and

(v)otherwise comply in all material respects with all applicable laws.

(h)As soon as practicable after the close of the Exchange Offer or the Private Exchange, as the case may be, the Company shall (and shall cause each Guarantor to):

(i)accept for exchange all Registrable Notes validly tendered pursuant to the Exchange Offer or the Private Exchange, as the case may be, and not validly withdrawn;

(ii)deliver to the Trustee for cancellation all Registrable Notes so accepted for exchange; and

(iii)cause the Trustee to authenticate and deliver promptly to each Holder tendering such Registrable Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange.

(i)The Exchange Notes and the Private Exchange Notes may be issued under (i) the Indenture or (ii) an indenture identical to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA), which in either event will provide that the Exchange Notes will not be subject to the transfer restrictions set forth in the Indenture, that the Private Exchange Notes will be subject to the transfer restrictions set forth in the Indenture, and that the Exchange Notes, the Private Exchange Notes and the Notes, if any, will be deemed one class of security (subject to the provisions of the Indenture) and entitled to participate in all the security granted by the Company pursuant to the Collateral Agreements and in any Subsidiary Guarantee (as such terms are defined in the Indenture) on an equal and ratable basis.

(j)If: (i) prior to the consummation of the Exchange Offer, the Holders of a majority in aggregate principal amount of Registrable Notes determines in its or their reasonable

judgment that (A) the Exchange Notes would not, upon receipt, be tradeable by the Holders thereof without restriction under the Securities Act and the Exchange Act and without material restrictions under applicable Blue Sky or state securities laws, or (B) the interests of the Holders under this Agreement, taken as a whole, would be materially adversely affected by the consummation of the Exchange Offer; (ii) applicable interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer prior to the Effectiveness Date; (iii) subsequent to the consummation of the Private Exchange, any Holder of Private Exchange Notes so requests; (iv) the Exchange Offer is not consummated within 360 days of the Closing Date for any reason; or (v) in the case of (A) any Holder not permitted by applicable law or SEC policy to participate in the Exchange Offer, (B) any Holder participating in the Exchange Offer that receives Exchange Notes that may not be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company within the meaning of the Securities Act) or (C) any broker-dealer that holds Notes acquired directly from the Company or any of its affiliates and, in each such case contemplated by this clause (v), such Holder notifies the Company within six months of consummation of the Exchange Offer, then the Company shall promptly (and in any event within five Business Days) deliver to the Holders (or in the case of an occurrence of any event described in clause (v) of this Section 2(i), to any such Holder) and the Trustee notice thereof (the “Shelf Notice”) and shall as promptly as possible thereafter file an Initial Shelf Registration pursuant to Section 3.

3.Shelf Registration

If a Shelf Notice is delivered pursuant to Section 2(j), then this Section 3 shall apply to all Registrable Notes. Otherwise, upon consummation of the Exchange Offer in accordance with Section 2, the provisions of Section 3 shall apply solely with respect to (i) Notes held by any Holder thereof not permitted to participate in the Exchange Offer, (ii) Notes held by any broker-dealer that acquired such Notes directly from the Company or any of its affiliates and (iii) Exchange Notes that are not freely tradeable as contemplated by Section 2(j)(v) hereof, provided in each case that the relevant Holder has duly notified the Company within six months of the Exchange Offer as required by Section 2(j)(v).

(a)Initial Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to, as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration”). If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event more than 90 days after delivery of the Shelf Notice). The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial

Shelf Registration continuously effective under the Securities Act until the date which is two years from the Closing Date (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act or (iii) there cease to be any outstanding Registrable Notes.

(b)Subsequent Shelf Registrations. If the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below) ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), the Company shall (and shall cause each Guarantor to) use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend such Shelf Registration in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file (and cause each Guarantor to file) an additional “shelf” Registration Statement pursuant to Rule 415 covering all of the Registrable Notes (a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, the Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Subsequent Shelf Registration to be declared effective as soon as practicable after such filing and to keep such Subsequent Shelf Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration or any Subsequent Shelf Registration was previously continuously effective. As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registrations

(c)Supplements and Amendments. The Company shall promptly supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested in writing by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Shelf Registration or by any underwriter of such Registrable Notes.

(d)Provision of Information. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Company and the Trustee in writing, within 20 days after receipt of a written request therefor, such information as the Company and the Trustee after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein, and no such Holder shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided such information.

4.Additional Interest

(a)The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and

the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):

(i)if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;

(ii)if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;

(iii)if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30 Business Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction or development, the Company issues a written notice pursuant to Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period;

provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of

Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue.

(b)The Company shall notify the Trustee within 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

5.[Reserved].

6.Registration Procedures

In connection with the filing of any Registration Statement pursuant to Sections 2 or 3 hereof, the Company shall (and shall cause each Guarantor to) effect such registrations to permit the sale of such securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Company hereunder, the Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to:

(a)Prepare and file with the SEC as soon as practicable after the date hereof but in any event on or prior to the Filing Date, the Exchange Registration Statement or if the Exchange Registration Statement is not filed because of the circumstances contemplated by Section 2(j), a Shelf Registration as prescribed by Section 3, and use its commercially reasonable efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided that, if (1) a Shelf Registration is filed pursuant to Section 3 or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto, before filing any Registration Statement or Prospectus or any amendments or supplements thereto the Company shall (and shall cause each Guarantor to), if requested, furnish to and afford the Holders of the Registrable Notes to be registered pursuant to such Shelf Registration Statement, each Participating Broker-Dealer, the managing underwriters, if any, and each of their respective counsel, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least 5 Business Days prior to such filing). The Company and each Guarantor shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto in respect of which the Holders must provide information for the inclusion therein without the Holders being afforded an opportunity to

review such documentation if the holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement, or any such Participating Broker-Dealer, as the case may be, the managing underwriters, if any, or any of their respective counsel shall reasonably object in writing on a timely basis. A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act.

(b)Provide an indenture trustee for the Registrable Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, and cause the Indenture (or other indenture relating to the Registrable Notes) to be qualified under the TIA not later than the effective date of the first Registration Statement; and in connection therewith, to effect such changes to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its best efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

(c)Prepare and file with the SEC such pre-effective amendments and post-effective amendments to each Shelf Registration or Exchange Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period or the Applicable Period, as the case may be; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act applicable to them with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any such Prospectus. The Company and each Guarantor shall not, during the Applicable Period, voluntarily take any action that would result in selling Holders of the Registrable Notes covered by a Registration Statement or Participating Broker-Dealers seeking to sell Exchange Notes not being able to sell such Registrable Notes or such Exchange Notes during that period, unless such action is required by applicable law, rule or regulation or permitted by this Agreement.

(d)Furnish to such selling Holders and Participating Broker-Dealers who so request in writing (i) upon the Company’s receipt, a copy of the order of the SEC declaring such Registration Statement and any post effective amendment thereto effective, (ii) such reasonable number of copies of such Registration Statement and of each amendment and supplement thereto (in each case including any documents incorporated therein by reference and all exhibits), (iii) such reasonable number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and each amendment and supplement thereto, and such reasonable number of copies of the final Prospectus as filed by the Company and each Guarantor pursuant to Rule 424(b) under the Securities Act, in conformity with the requirements of the Securities Act and each amendment and supplement thereto, and (iv) such other documents (including any amendments required to be filed pursuant to clause (c) of this Section), as any such Person may reasonably request in writing. The Company and the Guarantors hereby

consent to the use of the Prospectus by each of the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the offering and sale of the Registrable Notes covered by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto.

(e)If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto, the Company shall notify in writing the selling Holders of Registrable Notes, or each such Participating Broker-Dealer, as the case may be, the managing underwriters, if any, and each of their respective counsel promptly (but in any event within 3 Business Days) (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective (including in such notice a written statement that any Holder may, upon request, obtain, without charge, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any Prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a Prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Notes the representations and warranties of the Company and any Guarantor contained in any agreement (including any underwriting agreement) contemplated by Section 6(n) hereof cease to be true and correct, (iv) of the receipt by the Company or any Guarantor of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition of any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in, or amendments or supplements to, such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement and the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (vi) of any reasonable determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement would be appropriate and (vii) of any request by the SEC for amendments to the Registration Statement or supplements to the Prospectus or for additional information relating thereto.

(f)Prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer, for sale in any jurisdiction, and, if any such order is issued, to use its commercially reasonable efforts to obtain the withdrawal of any such order at the earliest possible date.

(g)If (A) a Shelf Registration is filed pursuant to Section 3, (B) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period or (C) reasonably requested in writing by the managing underwriters, if any, or the Holders of a majority in aggregate principal amount of the Registrable Notes being sold in connection with an underwritten offering, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information or revisions to information therein relating to such underwriters or selling Holders as the managing underwriters, if any, or such Holders or any of their respective counsel reasonably request in writing to be included or made therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplements or post-effective amendment.

(h)Prior to any public offering of Registrable Notes or any delivery of a Prospectus contained in the Exchange Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use its commercially reasonable efforts to register or qualify, and to cooperate with the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Notes or Exchange Notes, as the case may be, for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer or any managing underwriter or underwriters, if any, reasonably request in writing; provided, that where Exchange Notes held by Participating Broker-Dealers or Registrable Notes are offered other than through an underwritten offering, the Company and each Guarantor agree to cause its counsel to perform Blue Sky investigations and file any registrations and qualifications required to be filed pursuant to this Section 6 (h), keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Exchange Notes held by Participating Broker-Dealers or the Registrable Notes covered by the applicable Registration Statement; provided that neither the Company nor any Guarantor shall be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in any such jurisdiction where it is not then so subject.

(i)If (A) a Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is requested to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, cooperate with the selling Holders of Registrable Notes and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company, and enable such Registrable Notes to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Holders may reasonably request.

(j)Cause the Registrable Notes covered by any Registration Statement to be registered with or approved by such governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter, if any, to consummate the disposition of such Registrable Notes, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case the Company shall (and shall cause each Guarantor to) cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals; provided that neither the Company nor any existing Guarantor shall be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any jurisdiction where it is not then so subject or (C) subject itself to taxation in any such jurisdiction where it is not then so subject.

(k)If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by paragraph 6(e)(v) or 6(e)(vi) hereof, as promptly as practicable, prepare and file with the SEC, at the expense of the Company and the Guarantors, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a Participating Broker-Dealer, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, if SEC review is required, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective as soon as possible.

(l)Cause the Registrable Notes covered by a Registration Statement to be rated with such appropriate rating agencies, if so requested in writing by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement or the managing underwriter or underwriters, if any.

(m)Prior to the initial issuance of the Exchange Notes, (i) provide the Trustee with one or more certificates for the Registrable Notes in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Exchange Notes.

(n)If a Shelf Registration is filed pursuant to Section 3, enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings of debt securities similar to the Notes, as may be appropriate in the circumstances) and take all such other actions in connection therewith (including those reasonably requested in writing by the managing underwriters, if any, or the Holders of a majority in aggregate principal amount of the Registrable Notes being sold) in order to expedite or facilitate the registration or the disposition of such Registrable Notes, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, (i) make such representations and warranties to the Holders and the underwriters, if any, with respect to the business of the Company and its subsidiaries as then conducted, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by

issuers to underwriters in underwritten offerings of debt securities similar to the Notes, as may be appropriate in the circumstances, and confirm the same if and when reasonably required; (ii) obtain an opinion of counsel to the Company and the Guarantors and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and the Holders of a majority in aggregate principal amount of the Registrable Notes being sold), addressed to each selling Holder and each of the underwriters, if any, covering the matters customarily covered in opinions of counsel to the Company and the Guarantors requested in underwritten offerings of debt securities similar to the Notes, as may be appropriate in the circumstances; (iii) obtain “cold comfort” letters and updates thereof (which letters and updates (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters) from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Notes, as may be appropriate in the circumstances, and such other matters as reasonably requested in writing by the underwriters; and (iv) deliver such documents and certificates as may be reasonably requested in writing by the Holders of a majority in aggregate principal amount of the Registrable Notes being sold and the managing underwriters, if any, to evidence the continued validity of the representations and warranties of the Company and its subsidiaries made pursuant to clause (i) above and to evidence compliance with any conditions contained in the underwriting agreement or other similar agreement entered into by the Company or any Guarantor.

(o)If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make available for inspection by any selling Holder of such Registrable Notes being sold, or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Notes, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer, as the case may be, or underwriter (collectively, the “Inspectors”), at the offices where normally kept, during reasonable business hours, all financial and other records and pertinent corporate documents of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information reasonably requested in writing by any such Inspector in connection with such Registration Statement. Each Inspector shall agree in writing that it will keep the Records confidential and not disclose any of the Records unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) the information in such Records is public or has been made generally available to the public other than as a result of a disclosure or failure to safeguard by such Inspector or (iv) disclosure of such information is, in the reasonable written opinion of counsel for any Inspector, necessary or advisable in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of,

based upon, related to, or involving this Agreement, or any transaction contemplated hereby or arising hereunder. Each selling Holder of such Registrable Notes and each such Participating Broker-Dealer will be required to agree that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such is made generally available to the public. Each Inspector, each selling Holder of such Registrable Notes and each such Participating Broker-Dealer will be required to further agree that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and, to the extent practicable, use its best efforts to allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential at its expense.

(p)Comply with all applicable rules and regulations of the SEC and make generally available to the security holders of the Company with regard to any Applicable Registration Statement earning statements satisfying the provisions of section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Notes are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said 12-month periods.

(q)Upon consummation of an Exchange Offer or Private Exchange, obtain an opinion of counsel to the Company and the Guarantors (in form, scope and substance reasonably satisfactory to the Initial Purchaser), addressed to the Trustee for the benefit of all Holders participating in the Exchange Offer or Private Exchange, as the case may be, to the effect that (i) the Company and the Guarantors have duly authorized, executed and delivered the Exchange Notes or the Private Exchange Notes, as the case may be, and the Indenture, (ii) the Exchange Notes or the Private Exchange Notes, as the case may be, and the Indenture constitute legal, valid and binding obligations of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with their respective terms, except as such enforcement may be subject to customary United States and foreign exceptions and (iii) all obligations of the Company and the Guarantors under the Exchange Notes or the Private Exchange Notes, as the case may be, and the Indenture are secured by Liens (as defined in the Indenture) on the assets securing the obligations of the Company and the Guarantors under the Notes, Indenture and Collateral Agreements to the extent and as discussed in the Registration Statement.

(r)If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Notes by the Holders to the Company and the Guarantors (or to such other Person as directed by the Company and the Guarantors) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, the Company and the Guarantors shall mark, or caused to be marked, on such Registrable Notes that the Exchange Notes or the Private Exchange Notes, as the case may be, are being issued as substitute evidence of the indebtedness originally evidenced by the Registrable Notes; provided that in no event shall such Registrable Notes be marked as paid or otherwise satisfied.

(s)Cooperate with each seller of Registrable Notes covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Notes and their respective counsel in connection with any filings required to be made with FINRA.

(t)Use its commercially reasonable efforts to cause all Securities covered by a Registration Statement to be listed on each securities exchange, if any, on which similar debt securities issued by the Company are then listed.

(u)Use its commercially reasonable efforts to take all other steps reasonably necessary to effect the registration of the Registrable Notes covered by a Registration Statement contemplated hereby.

(v)The Company may require each seller of Registrable Notes or Participating Broker-Dealer as to which any registration is being effected to furnish to the Company such information regarding such seller or Participating Broker-Dealer and the distribution of such Registrable Notes as the Company may, from time to time, reasonably request in writing. The Company may exclude from such registration the Registrable Notes of any seller who fails to furnish such information within a reasonable time (which time in no event shall exceed 45 days, subject to Section 3(d)) hereof) after receiving such request. Each seller of Registrable Notes or Participating Broker-Dealer as to which any registration is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished by such seller not materially misleading.

(w)Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes to be sold by such Participating Broker-Dealer, as the case may be, that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(e)(ii), 6(e)(iv), 6(e)(v), or 6(e)(vi), such Holder will forthwith discontinue disposition of such Registrable Notes covered by a Registration Statement and such Participating Broker-Dealer will forthwith discontinue disposition of such Exchange Notes pursuant to any Prospectus and, in each case, forthwith discontinue dissemination of such Prospectus until such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(k), or until it is advised in writing (the “Advice”) by the Company and the Guarantors that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto and, if so directed by the Company and the Guarantors, such Holder or Participating Broker-Dealer, as the case may be, will deliver to the Company all copies, other than permanent file copies, then in such Holder’s or Participating Broker-Dealer’s possession, of the Prospectus covering such Registrable Notes current at the time of the receipt of such notice. In the event the Company and the Guarantors shall give any such notice, the Applicable Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each Participating Broker-Dealer shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 6(k) or (y) the Advice.

7.Registration Expenses

(a)All fees and expenses incident to the performance of or compliance with this Agreement by the Company and the Guarantors shall be borne by the Company and the Guarantors,

whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees, including, without limitation, (A) fees with respect to filings required to be made with FINRA in connection with any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger, telephone and delivery expenses incurred in connection with the performance of their obligations hereunder, (iv) fees and disbursements of counsel for the Company, the Guarantors and, subject to 7(b), the Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 6 (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the Company and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Company or the Guarantors performing legal or accounting duties), (xi) the expense of any annual audit, (xii) the fees and expenses of the Trustee and the Exchange Agent and (xiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement.

(b)The Company and the Guarantors shall reimburse the Holders for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Exchange Note or Private Exchange Note is being issued. The Company and the Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders under this Agreement.

8.Indemnification

(a)Indemnification by the Company and the Guarantors. Each of the Company and the Guarantors jointly and severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) and the officers, directors and partners of each such Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing) (collectively, “Losses”), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such Losses are solely based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors by such Holder or Participating Broker-Dealer or their counsel expressly for use therein. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

(b)Indemnification by Holder. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective officers, directors, partners and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses, as incurred, directly or indirectly caused by, related to, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such Losses have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall

the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

(c)Conduct of Indemnification Proceedings. If any proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the party or parties from which such indemnity is sought (the “Indemnifying Party” or “Indemnifying Parties”, as applicable) in writing; but the omission to so notify the Indemnifying Party (i) will not relieve such Indemnifying Party from any liability under paragraph (a) or (b) above unless and only to the extent it is materially prejudiced as a result thereof and (ii) will not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification obligation provided in paragraphs (a) and (b) above.

The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party, within 20 Business Days after receipt of written notice from such Indemnified Party of such proceeding, to assume, at its expense, the defense of any such proceeding; provided, that an Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or parties unless: (1) the Indemnifying Party has agreed to pay such fees and expenses; or (2) the Indemnifying Party shall have failed promptly to assume the defense of such proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnified Party; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party or any of its affiliates or controlling persons, and such Indemnified Party shall have been advised by counsel that there may be one or more defenses available to such Indemnified Party that are in addition to, or in conflict with, those defenses available to the Indemnifying Party or such affiliate or controlling person (in which case, if such Indemnified Party notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume the defense and the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party; it being understood, however, that, the Indemnifying Party shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Party).

No Indemnifying Party shall be liable for any settlement of any such proceeding effected without its written consent, which shall not be unreasonably withheld, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such proceeding, each Indemnifying Party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and hold harmless each Indemnified Party from and against any and all Losses by reason of such settlement or judgment. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such proceeding for which such Indemnified Party would be entitled to indemnification hereunder (whether or not any Indemnified Party is a party thereto) and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

(d)Contribution. If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party harmless for any Losses in respect of which this Section 8 would otherwise apply by its terms (other than by reason of exceptions provided in this Section 8), then each applicable Indemnifying

Party, in lieu of indemnifying such Indemnified Party, shall have a joint and several obligation to contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such statement or omission. The amount paid or payable by an Indemnified Party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any proceeding, to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 8(a) or 8(b) was available to such party.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d), a selling Holder shall not be required to contribute, in the aggregate, any amount in excess of such Holder’s Maximum Contribution Amount. A selling Holder’s “Maximum Contribution Amount” shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several.

The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

9.Rules 144 and 144A

(a)The Company covenants that it shall (a) file the reports required to be filed by it (if so required) under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Registrable Notes, make publicly available other information necessary to permit sales pursuant to Rule 144 and 144A and (b) take such further action as any Holder may reasonably request in writing, all to the extent required from time to time to enable such Holder to sell Registrable Notes without registration under the Securities Act pursuant to the exemptions provided by Rule 144 and Rule 144A. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such information and requirements.

(b)Availability of Rule 144 Not Excuse for Obligations under Section 2. The fact that holders of Registrable Notes may become eligible to sell such Registrable Notes pursuant to Rule 144 shall not (1) cause such Notes to cease to be Registrable Notes or (2) excuse

the Company’s and the Guarantors’ obligations set forth in Section 2 of this Agreement, including without limitation the obligations in respect of an Exchange Offer, Shelf Registration and Additional Interest.

10.Underwritten Registrations of Registrable Notes

If any of the Registrable Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Notes included in such offering; provided, however, that such investment banker or investment bankers and manager or managers must be reasonably acceptable to the Company.

No Holder of Registrable Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

11.Miscellaneous

(a)Remedies. In the event of a breach by either the Company or any of the Guarantors of any of their respective obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights provided herein, in the Indenture or, in the case of the Initial Purchaser, in the Purchase Agreement, or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Guarantors agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by either the Company or any of the Guarantors of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, the Company shall (and shall cause each Guarantor to) waive the defense that a remedy at law would be adequate.

(b)No Inconsistent Agreements. The Company and each of the Guarantors have not entered, as of the date hereof, and the Company and each of the Guarantors shall not enter, after the date of this Agreement, into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Securities in this Agreement or otherwise conflicts with the provisions hereof. The Company and each of the Guarantors have not entered and will not enter into any agreement with respect to any of its securities that will grant to any Person piggy-back rights with respect to a Registration Statement.

(c)Adjustments Affecting Registrable Notes. The Company shall not, directly or indirectly, take any action with respect to the Registrable Notes as a class that would adversely affect the ability of the Holders to include such Registrable Notes in a registration undertaken pursuant to this Agreement.

(d)Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Notes in circumstances that would adversely affect any Holders of Registrable Notes; provided, however, that Section 8 and this Section 11(d) may not be amended, modified

or supplemented without the prior written consent of each Holder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Notes whose securities are being tendered pursuant to the Exchange Offer or sold pursuant to a Notes Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may be given by Holders of at least a majority in aggregate principal amount of the Registrable Notes being tendered or being sold by such Holders pursuant to such Notes Registration Statement.

(e)Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first-class mail, next-day air courier or telecopier:

(i)if to a Holder of Securities or to any Participating Broker-Dealer, at the most current address of such Holder or Participating Broker-Dealer, as the case may be, set forth on the records of the registrar of the Notes, with a copy in like manner to the Initial Purchaser as follows:

Jefferies & Company, Inc.

520 Madison Avenue, New York, NY 10022

Attention: General Counsel—Investment Banking

with a copy to:

Proskauer Rose LLP

1585 Broadway, New York, NY 10036

Fascimile No.: (212) 969-2900

Attention: Ian Blumenstein, Esq.

(ii)if to the Initial Purchaser, at the address specified in Section 11(e)(1);

(iii)if to the Company or any Guarantor, as follows:

Oncure Holdings, Inc.

188 Inverness Drive West

Suite 650

Englewood, CO 80112

Fascimile No.: (303) 643-6541

Attention: Timothy A. Peach, Chief Financial Officer

with a copy to:

Oncure Medical Corp.

18100 Von Karman

Suite 450

Irvine, California 92612-0162

Fascimile No.: (949) 863-8835

Attention: Russell Phillips, Esq., General Counsel

with an additional copy to:

Latham & Watkins LLP

555 Eleventh Street, NW

Suite 1000, Washington DC 20004

Fascimile No.: (202) 637-2201

Attention: Patrick Shannon, Esq.

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the United States mail, postage prepaid, one Business Day after being timely delivered to a next-day air courier guaranteeing overnight delivery; and when receipt is acknowledged by the addressee, if telecopied.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee under the Indenture at the address specified in such Indenture.

(f)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including, without limitation and without the need for an express assignment, subsequent Holders of Securities.

(g)Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h)Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW. THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.

NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

(j)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(k)Securities Held by the Company or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Securities is required hereunder, Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(l)Third Party Beneficiaries. Holders and Participating Broker-Dealers are intended third party beneficiaries of this Agreement and this Agreement may be enforced by such Persons.

(m)Entire Agreement. This Agreement, together with the Purchase Agreement, the Indenture and the Collateral Agreements, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understanding, correspondence, conversations and memoranda between the Initial Purchaser on the one hand and the Company and the Guarantors on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

[Remainder of page left blank intentionally]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchaser, the Guarantors and the Company in accordance with its terms.

THE COMPANY
ONCURE HOLDINGS, INC.
By:	/s/ L. Duane Choate
Name:	L. Duane Choate
Title:	President and Chief Executive Officer

THE GUARANTORS

ONCURE MEDICAL CORP.

CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC.

COASTAL ONCOLOGY, INC.

ENGLEWOOD ONCOLOGY, INC.

FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC.

INTERHEALTH FACILITY TRANSPORT, INC.

JAXPET, LLC

JAXPET/POSITECH, L.L.C.

MANATEE RADIATION ONCOLOGY, INC.

MICA FLO II, INC.

MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC.

POINTE WEST ONCOLOGY, LLC

RADIATION ONCOLOGY CENTER, LLC

SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP.

SARASOTA COUNTY ONCOLOGY, INC.

SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC.

U.S. CANCER CARE, INC.

USCC ACQUISITION CORP.

USCC FLORIDA ACQUISITION CORP.

USCC HEALTHCARE MANAGEMENT CORP.

VENICE ONCOLOGY CENTER, INC.

By:	/s/ L. Duane Choate
Name:	L. Duane Choate
Title:	President and Chief Executive Officer

[Registration Rights Agreement]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchaser, the Guarantors and the Company in accordance with its terms.

JEFFERIES & COMPANY, INC.

By:	/s/ Michael Leder
Name:	Michael Leder
Title:	MD

[Registration Rights Agreement]

EX-5.1

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Exhibit 5.1

		555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200    Fax: +1.202.637.2201 www.lw.com
		FIRM / AFFILIATE OFFICES
		Abu Dhabi	Moscow
		Barcelona	Munich
		Beijing	New Jersey
		Brussels	New York
		Chicago	Orange County
October 22, 2010		Doha	Paris
		Dubai	Riyadh
OnCure Holdings, Inc.		Frankfurt	Rome
188 Inverness Drive West, Suite 650		Hamburg	San Diego
Englewood, Colorado 80112		Hong Kong	San Francisco
		Houston	Shanghai
Re:	Registration Statement No. 333-                ;	London	Silicon Valley
	$210,000,000 Aggregate Principal	Los Angeles	Singapore
	Amount of Senior Secured Notes	Madrid	Tokyo
		Milan	Washington, D.C.

Ladies and Gentlemen:

        We have acted as special counsel to OnCure Holdings, Inc., a Delaware corporation (the "Company"), in connection with the issuance of $210,000,000 aggregate principal amount of the Company's 11³/4% Senior Secured Notes due 2017 (the "Notes") and the guarantees of the Notes (the "Guarantees") by the entities listed on Schedule I hereto (collectively, the "Delaware Guarantors"), the entities listed on Schedule II hereto (collectively, the "California Guarantors," together with the Delaware Guarantors, the "Covered Guarantors") and the entities listed on Schedule III hereto (collectively, the "Other Guarantors," together with the Covered Guarantors, the "Guarantors"), under the Indenture dated as of May 13, 2010 (the "Indenture") among the Company, the Guarantors, and Wilmington Trust FSB, as trustee (the "Trustee"), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the "Act"), filed with the Securities and Exchange Commission (the "Commission") on October 22, 2010 (Registration No. 333-                ) (the "Registration Statement"). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Notes and the Guarantees.

        As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantors, and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York and California and the General Corporation Law of the State of Delaware or the Delaware Limited Liability Company Act, as applicable, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware and California, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of Florida are addressed in the opinion of Smith, Hulsey and Busey, which has been separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

        Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Notes have been duly executed, issued, and authenticated in accordance with the terms of the Indenture and delivered against payment therefor in the circumstances contemplated by the Indenture and Registration Rights Agreement dated as of May 13, 2010 filed as filed as an exhibit to the Registration Statement, the Notes and the Guarantees will have been duly authorized by all necessary corporate or limited liability company action of the Company and the Covered Guarantors, respectively, and will be legally valid and binding obligations of the Company and the Covered Guarantors, respectively, enforceable against the Company and the Guarantors in accordance with their respective terms.

        Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses contained in Section 4.06 of the Indenture; (d) any provision requiring the payment of attorneys' fees, where such payment is contrary to law or public policy; (e) any provision permitting, upon acceleration of the Notes, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; (f) provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation; (g) provisions for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (h) provisions permitting, upon acceleration of any indebtedness, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon and (i) the severability, if invalid, of provisions to the foregoing effect.

        With your consent, we have assumed (a) that the Indenture, the Guarantees, and the Notes (collectively, the "Documents") have been duly authorized, executed and delivered by the parties thereto other than the Company and each of the Covered Guarantors, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

        This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading "Legal Matters." In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

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SCHEDULE I
DELAWARE GUARANTORS

Entity Name	Jurisdictions of Formation	Jurisdictions of Foreign Qualification
Oncure Medical Corp.	Delaware	California Colorado Florida
U.S. Cancer Care, Inc.	Delaware	California Florida Indiana
USCC Florida Acquisition Corp.	Delaware	Florida
USCC Acquisition Corp.	Delaware	Colorado Florida
Mica Flo II, Inc.	Delaware	Florida
Pointe West Oncology, LLC	Delaware	Florida

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SCHEDULE II
CALIFORNIA GUARANTORS

Entity Name	Jurisdiction of Formation
Mission Viejo Radiation Oncology Medical Group, Inc.	California
Radiation Oncology Center, LLC	California
Coastal Oncology, Inc.	California
Fountain Valley & Anaheim Radiation Oncology Centers, Inc.	California
Santa Cruz Radiation Oncology Management Corp.	California
USCC Healthcare Management Corp.	California

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SCHEDULE III
OTHER GUARANTORS

Entity Name	Jurisdiction of Formation
Charlotte Community Radiation Oncology, Inc.	Florida
Englewood Oncology, Inc.	Florida
Interhealth Facility Transport, Inc.	Florida
Manatee Radiation Oncology, Inc.	Florida
Sarasota County Oncology, Inc.	Florida
Sarasota Radiation & Medical Oncology Center, Inc.	Florida
Venice Oncology Center, Inc.	Florida
JAXPET, LLC	Florida
JAXPET/Positech, L.L.C.	Florida

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Exhibit 5.1

SCHEDULE I DELAWARE GUARANTORS
SCHEDULE II CALIFORNIA GUARANTORS
SCHEDULE III OTHER GUARANTORS

EX-5.2

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Exhibit 5.2

October 22, 2010

OnCURE Holdings, Inc.
188 Inverness Drive West
Suite 650
Englewood, Colorado 80112

Re:

OnCURE Holdings, Inc. 11³/4% Senior Secured Notes due 2017

Ladies and Gentlemen:

        This opinion letter is being provided to you by us as special Florida counsel for JAXPET, LLC, a Florida limited liability company ("JAXPET"), JAXPET/Positech, L.L.C., a Florida limited liability company ("Positech" and, together with JAXPET, the "Florida Subsidiary LLCs"), Manatee Radiation Oncology, Inc., a Florida corporation ("Manatee"), Sarasota Radiation & Medical Oncology Center, Inc., a Florida corporation ("Sarasota"), Venice Oncology Center, Inc., a Florida corporation ("Venice"), Englewood Oncology, Inc., a Florida corporation ("Englewood"), Charlotte Community Radiation Oncology, Inc., a Florida corporation ("Charlotte"), Interhealth Facility Transport, Inc., a Florida corporation ("Transport"), Sarasota County Oncology, Inc., a Florida corporation ("County" and, together with Manatee, Sarasota, Venice, Englewood, Charlotte and Transport, the "Florida Subsidiary Corporations") (the Florida Subsidiary LLCs and the Florida Subsidiary Corporations are individually referred to herein as a "Florida Subsidiary" and collectively as the "Florida Subsidiaries"), in connection with the Purchase Agreement dated as of May 6, 2010 (the "Purchase Agreement") by and among each of the above listed Florida Subsidiaries, other subsidiaries who are affiliates of the Florida Subsidiaries, and OnCURE Holdings, Inc., a Delaware corporation. Capitalized terms used herein without definition shall have the same meanings herein as are assigned to them in the Purchase Agreement.

        In rendering the opinions expressed herein, we have examined execution copies of the following documents:

1.     The Indenture dated as of May 13, 2010 among OnCURE Holdings, Inc., the Guarantors, and Wilmington Trust FSB, as Trustee and Collateral Agent, relating to the 11³/4% Senior Secured Notes due 2017 (the "Indenture");

2.     The Notation of Guarantee Relating to the A1 Global Note, dated as of May 13, 2010;

3.     The Notation of Guarantee Relating to the 144A Global Note, dated as of May 13, 2010;

4.     The Notation of Guarantee Relating to the Regulation S Global Note, dated as of May 13, 2010;

5.     Secretary's Certificates for each of the Florida Subsidiary Corporations dated the date hereof (the "Corporate Secretary's Certificates"), copies of which have been delivered to you;

6.     Secretary's Certificates for each of the Florida Subsidiary LLCs dated the date hereof (the "LLC Secretary's Certificates"), copies of which have been delivered to you; and

7.     Such statutes, regulations, rulings and judicial decisions as we have deemed necessary or appropriate to render the opinions expressed herein.

        The documents referred to in Items 1 through 4, above, are referred to collectively herein as the "Documents."

        In rendering the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents and records and have made such examinations of law, as we have deemed necessary or appropriate to enable us to render the opinions expressed herein.

        In rendering the opinion expressed herein, we have, with your express permission, and without independent verification or investigation, assumed that all information contained in the Corporate Secretary's Certificates and the LLC Secretary's Certificates, including the exhibits thereto, is accurate and complete as of the date hereof and have relied solely upon our review of the certifications made therein.

        Except as otherwise stated herein, as to factual matters we have, with your consent, relied upon the foregoing, and upon written statements and representations of officers and other representatives of the parties to the Documents, including representations and warranties of the parties in the Documents. We have not independently verified such factual matters.

        The opinions expressed herein are limited to the matters stated herein, and no opinions may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are given as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may come to our attention or any changes in law that hereafter may occur.

        We are admitted to the practice of law only in the State of Florida, and nothing herein shall be construed to be an opinion as to the effect of the laws of any jurisdiction other than the State of Florida.

        Based upon the foregoing and subject to the qualifications, limitations, exclusions and exceptions set forth herein, it is our opinion that (i) the execution, delivery and performance of the Documents by each of the Florida Subsidiary Corporations that is a party thereto have been duly authorized by all necessary corporate action of the Florida Subsidiary Corporations; and (ii) the execution, delivery and performance of the Documents by each of the Florida Subsidiary LLCs that is a party thereto have been duly authorized by all necessary limited liability company action of the Florida Subsidiary LLCs.

        We provide no opinion with respect to (i) the enforceability of the Documents, (ii) the creation, validity, or priority of any security interest or lien, (iii) the perfection of any security interest or lien, or (iv) the effectiveness of any sale or other conveyance or transfer of real or personal property.

        This letter is furnished to you by us as special Florida counsel for the Florida Subsidiaries, is solely for your benefit and is rendered solely in connection with the transactions contemplated by the Documents. The opinions contained herein may be relied upon only by you in connection with the transactions contemplated by the Documents and may not be delivered or quoted to, or relied upon by, any other person without our prior written consent.

        Our firm consents to the submission of this opinion letter as an exhibit to the Registration Statement on Form S-4 filed by OnCURE Holdings, Inc. with the United States Securities and Exchange Commission on October 22, 2010, and any publication related thereto, but for no other purposes.

Very truly yours,

SMITH HULSEY & BUSEY,
PROFESSIONAL ASSOCIATION

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Exhibit 5.2

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

(Effective as of February 17, 2010)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), entered into on this 29th day of March, 2010 and effective as of February 17, 2010 (the “Effective Date”), is by and between Oncure Medical Corp., a Delaware Corporation (the “Corporation”) and L. Duane Choate (the “Employee”).

RECITALS

A.The Corporation owns, manages and intends to acquire additional entities, which provide (1) radiation therapy, medical oncology and related oncology services and (2) physician practice management services for medical and radiation oncologists.

B.The Employee has rendered services to the Corporation upon and subject to the terms, conditions and other provisions of that certain Employment Agreement between the Employee and the Corporation dated as of August 27, 2007, as amended (the “Prior Agreement”)

C.The Corporation wishes to continue to assure itself of the services of the Employee on the terms, and subject to the conditions, hereinafter set forth.

C.The Employee desires to continue to provide services to the Corporation on the terms, and subject to the conditions, hereinafter set forth.

D.This Agreement shall supersede and replace any and all other agreements and arrangements between the Employee and the Corporation regarding the terms and conditions of the Employee’s employment with the Corporation and/or any of its Affiliates, including but not limited to the Prior Agreement. Notwithstanding the forgoing, this Agreement shall not supersede or effect that certain Retention Bonus Letter Agreement by and between Employee and the Corporation dated as of February 4, 2010.

AGREEMENT

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

ARTICLE I

DEFINITIONS AND CONSTRUCTION

1.1Definitions. For purposes of this Agreement, unless the context otherwise requires, the following terms have the respective meanings set out below.

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a.“Affiliate” shall mean with respect to any specified Person, any Person, whether present or future, that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person.

b.“Agreement” shall have the meaning ascribed thereto in the preamble of this Agreement.

c.“Board” shall mean the members of the board of directors of Holdings.

d.“Cause” shall have the meaning ascribed thereto in Section 4.2.

e.“Change of Control” shall mean and include each of the following: (a) except in connection with a Qualified Offering, the acquisition, in one or more simultaneous transactions or a series of related transactions, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by any Person or any group of Persons who constitute a group (within the meaning of Section 13d-3 of the Exchange Act), other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of Holdings or any Affiliate of Holdings or (ii) a Person or group in which the Equity Investors control, directly or indirectly, 50% or more of the voting power immediately following the transaction, of any securities of Holdings or the Corporation such that, as a result of such acquisition, such Person or group beneficially owns (within the meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, fifty percent ore more of the outstanding voting securities of Holdings or the Corporation, as applicable; (b) a change in the composition of the Board such that a majority of the members are not Continuing Directors (except in the case of a capital raising financing transaction by Holdings or the Corporation); and (c) the sale of all or substantially all of the assets of Holdings’ or the Corporation’s to an entity in which the Equity Investors do not control, directly or indirectly, 50% or more of the voting power immediately following the transaction.

f.“Common Stock” means the Common Stock, $0.001 par value per share, of Holdings.

g.“Compensation Committee” shall mean the compensation committee of the Board.

h.“Confidential Information” shall mean non-public information concerning the Corporation, including without limitation, financial data, statistical data, strategic business plans, agreements or other material relating to the business, services or activities of the Corporation and its Affiliates and trade secrets, market reports, patient files, customer lists, practices, processes, methods, information relating to government relations and other similar information that is propriety information of the Corporation or its Affiliates.

i.“Continuing Director” shall mean, as of any date of determination, any member of the Board who (a) was a member of the Board on the Effective Date, or (b) was nominated for election or elected to the Board with the affirmative vote of at least

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two-thirds (2/3) of the Continuing Directors who were members of the Board at the time of such nomination or election.

j.The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

k.“Corporation” shall have the meaning ascribed thereto in the preamble of this Agreement.

1.“Disability” shall have the meaning ascribed thereto in Section 4.4.

m.“Effective Date” shall have the meaning ascribed thereto in the preamble of the Agreement.

n.“Employee” shall have the meaning ascribed thereto in the preamble of this Agreement.

o.“Employment Commencement Date” shall mean the date on which the Employee reports to the Corporation to commence performance of his duties described in Section 3.1.

p.“Equity Investors” means Genstar Capital Partners IV, L.P. and the other Persons making an equity investment in Holdings in connection with the transaction contemplated by that certain Agreement and Plan of Merger, dated as of July 5, 2006, by and among the Corporation, Oncure Acquisition Sub, Inc. and Holdings, pursuant to which Oncure Acquisition Sub, Inc. was merged with and into the Corporation and the Corporation became a wholly-owned subsidiary of Holdings (the “Merger”).

q.“Holdings” shall mean Oncure Holdings, Inc., a Delaware corporation.

r.“Initial Expiration Date” shall have the meaning ascribed thereto in Section 4.1.

s.“Person” shall mean any individual, corporation, limited or general partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization or any other entity, union, or association, or government or any agency or political subdivision thereof.

t.“Qualified Offering” shall mean any offer for sale of equity securities of the Corporation or Holdings pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

u.“Stock Options” shall have the meaning ascribed thereto in Section 7.4.

v.“Subsidiary” shall mean with respect to any Person, any corporation, association or other business entity of which securities representing 50% or more of the

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combined voting power of the total voting stock (or in the case of an association or other business entity which is not a corporation, 50% or more of the equity interest) is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.

w.“Target Bonus” for any year means the maximum annual bonus payable to the Employee assuming 100% achievement of all performance criteria for such year.

x.“Term” shall have the meaning ascribed thereto in Section 4.1.

1.2Construction

a.Captions.The captions of Articles, Sections and Subsections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of the contents of this Agreement.

b.Mandatory and Permissive Acts.As used in this Agreement, the words “shall” and “will” refer to mandatory acts; the word “may” shall refer to permissive acts.

c.References.  References in this Agreement to Articles, Sections, and Subsections, unless specifically stated otherwise, are to the Articles, Sections and Subsections of this Agreement.

d.Miscellaneous Terms.The term “or” shall not be exclusive. The terms “herein”, “hereof”, “hereto”, “hereunder” and other terms similar to such terms shall refer to this Agreement as a whole and not merely to the specific article, section paragraph, or clause where such terms may appear. The term “including” shall mean “including but not limited to”.

ARTICLE II

EMPLOYMENT

The Corporation hereby employs the Employee and the Employee hereby accepts employment with the Corporation, commencing as of the Employment Commencement Date, for the Term, in the position and with the duties and responsibilities set forth in Article III, and upon such other terms and conditions set forth in this Agreement.

ARTICLE III
POSITION; DUTIES

3.1Position and Duties.The Employee shall serve as the Corporation’s Chief Executive Officer (CEO) subject to the control and direction of the Board with duties and responsibilities that are customary for such office(s), including, but not limited to, management and oversight of the Corporation’s President, Chief Financial Officer, Chief Operating Officer, Chief Information Officer, General Counsel, Human Resources Department and other functions to be determined by the Employee and the Board. The

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Employee shall have such other powers and duties as may be reasonably agreed upon from time to time by the Board.

3.2Good Faith Efforts. The Employee will use his good faith efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. In determining whether or not the Employee has used his good faith efforts hereunder, the Corporation’s delegation of authority to other employees and all surrounding circumstances shall be taken into account and the Employee’s good faith efforts shall not be judged solely on the Corporation’s earnings or other results of the Employee’s performance.

ARTICLE IV

TERM OF EMPLOYMENT; TERMINATION

4.1Term.The Employee’s employment shall commence on the Employment Commencement Date and shall terminate on the one-year anniversary of the Employment Commencement Date (the “Initial Expiration Date”); provided, that on the Initial Expiration Date and on the last day of any subsequent extension to the term of this Agreement, the term of this Agreement automatically shall be extended for an additional one (1) year term unless either party gives written notice to the other not less than three (3) months prior to the end of the then current term that it does not desire to extend the term of this Agreement. Notwithstanding the foregoing, the Employee’s employment shall terminate upon the termination of this Agreement for any reason. The “Term” of this Agreement means the period from the Effective Date through the Initial Expiration Date, and includes any renewal term, subject in each case to the earlier termination of this Agreement for any reason.

4.2Termination by the Corporation.  The Corporation may terminate this Agreement at any time and for any reason or no reason at all. In the event of a termination of this Agreement by the Corporation without Cause, subject to the provisions of Section 4.7, the Corporation shall pay to the Employee the severance pay set forth in Section 4.6. For purposes of this Agreement, “Cause” means any of the following: (a) the Employee enters a plea of guilty or nolo contendere to, or is convicted of, a felony or any other criminal act involving moral turpitude, dishonesty, or theft; (b) the Employee has committed gross negligence, willful misconduct or a breach of his fiduciary duties in carrying out his duties hereunder; (c) the Employee materially breaches this Agreement and fails to cure such breach (in the event that such breach is capable of being cured) within 30 days following receipt of notice from the Corporation setting forth in reasonable detail the nature of such breach; (d) the Employee habitually uses drugs or alcohol and such use constitutes an abuse thereof; (e) the Employee engages in willful misconduct in the performance of his duties hereunder that (i) has a material adverse effect on the Corporation or (ii) constitutes a material violation of a policy adopted by the Board; or (f) the Employee engages in material dishonesty or fraud in the performance of his duties hereunder. Upon any termination of this Agreement by the Corporation for Cause, the Employee shall have no right to compensation or bonus payments under Sections 7.1 or 7.2 or to participate in any employee benefit programs

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(other than amounts previously earned but not yet paid and such programs as the Corporation is, by law, required to allow his participation).

4.3Constructive Termination. In the event that (a) with or without a change in his title or formal corporate action, there shall be a material diminution in the nature or scope of the authorities, powers, functions, duties or responsibilities of the Employee set forth in Article III of this Agreement; (b) the Employee is not appointed to, or is removed from, the offices or positions provided for in Section 3.1 of this Agreement; (c) the Employee’s annual base salary is decreased by the Corporation; (d) at any time following the Employee’s initial permanent relocation at the request of the Corporation, the Corporation changes its headquarters greater than 30 miles from its then existing location without the Employee’s consent; (e) the Corporation fails to pay the Employee’s compensation or provide the Employee benefits when due; (f) the Corporation materially breaches this Agreement or the performance of its duties and obligations hereunder (including any failure to adopt an annual bonus plan in accordance with the provisions of Section 7.2), the Employee, by written notice delivered to the Corporation within 30 days of the event or occurrence constituting a constructive termination hereunder, may elect to deem his employment hereunder to have been terminated by the Corporation without Cause, provided that the Corporation shall have the right to cure any such constructive termination within 30 days of its receipt of such notice.

4.4Death or Disability.  Except for the Corporation’s obligations contained in this Section 4.4, this Agreement and the obligations of the Corporation hereunder will terminate upon the Employee’s death or Disability. For purposes of this Agreement, “Disability” shall mean that for a period of (6) six months in any twelve (12) month period, the Employee is incapable of substantially fulfilling his employment responsibilities and duties because of physical, mental or psychological incapacity resulting from injury, sickness or disease. Upon termination of this Agreement by reason of the Employee’s death or Disability, subject to the provisions of Section 4.7, the Corporation will pay in a lump sum payment to the Employee or his legal representative, as the case may be, an amount equal to the sum of (i) one-half (1/2) of the Employee’s annual base salary, plus (ii) one-half (1/2) of the Employee’s Target Bonus, each as in effect immediately prior to the date of the Employee’s death or Disability.

4.5Termination by the Employee.The Employee may terminate this Agreement and his employment with the Corporation at any time for any reason or no reason at all by giving the Corporation at least thirty (30) days’ prior written notice. The Corporation may relieve the Employee of any or all of his duties and responsibilities at any time following the giving of any such notice and such action will in no event constitute a constructive termination under Section 4.3 or termination by the Employee without Cause (provided, that the Employee shall be entitled to continue to be compensated in accordance with this Agreement through the date of termination). Upon any termination of this Agreement by the Employee pursuant to this Section 4.5, the Employee shall have no right to compensation or bonus payments under Sections 7.1 or 7.2 or to participate in any employee benefit programs (other than amounts previously earned but not yet paid and such programs as the Corporation is, by law, required to allow his participation).

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4.6Termination by the Corporation Without Cause.

(a)In the event of a termination of this Agreement by the Corporation without Cause (other than in connection with a Change of Control or within nine months following a Change of Control), subject to the provisions of Section 4.7, the Corporation shall pay to the Employee, as severance pay, an amount equal to the sum of: (i) twelve (12) months of the Employee’s annual base salary as in effect immediately prior to such termination, plus (ii) an amount equal to one half of the Employee’s Target Bonus payable for the year in which termination occurs. Such severance pay shall be paid by the Corporation to the Employee in equal installments in accordance with the Corporation’s normal payroll practices over a period of twelve months.

(b)In the event of a termination of this Agreement by the Corporation without Cause in connection with a Change of Control or within nine months following a Change of Control, subject to the provisions of Section 4.7, the Corporation shall pay in a lump sum payment to the Employee, as severance pay, an amount equal to the sum of: (i) twelve (12) months of the Employee’s annual base salary as in effect immediately prior to such termination, plus (ii) an amount equal to one half of the Employee’s Target Bonus payable for the year in which termination occurs.

(c)The Corporation agrees that if this Agreement is terminated by the Corporation or in the event of the death or Disability of the Employee, (i) the Employee will immediately receive additional compensation consisting of any and all accrued and unpaid vacation pay, back wages accrued and accrued sick pay; (ii) except in the event of a termination for Cause, the Corporation will pay for the Employee’s health benefits under COBRA until employee becomes eligible for another employer’s health insurance or for eighteen (18) months, whichever occurs first; and (iii) the Corporation will provide to the Employee outplacement services, with a firm of the Employee’s discretion, at a cost not to exceed $15,000.

4.7Release of the Corporation. As a condition to receiving the severance payments and benefits described herein, (1) the Employee or, in the event of the Employee’s death or Disability, the Employee’s legal representative shall be required to execute and deliver to the Corporation a general release of all claims, including, but not limited to, claims for wrongful termination, for employment discrimination under Title VII of the Civil Rights Act of 1964, as amended, and claims under the Americans with Disabilities Act of 1990, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Civil Rights Act of 1866, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974 and any equivalent state, local and municipal laws, rules and regulations, he or his estate or legal representatives may have against the Corporation and its Subsidiaries and Affiliates, and the officers, directors, shareholders and agents of each of them, in each case in such form as may be reasonably requested by the Corporation and (2) the Employee shall comply with any provisions of this Agreement that survive such termination. The provisions of this Section 4.7 shall survive any termination of this Agreement.

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ARTICLE V

DEVOTION OF THE EMPLOYEE’S TIME TO DUTIES

The parties agree that the Employee will devote substantially full time during normal business hours (exclusive of periods of sickness and Disability and of such normal holiday and vacation periods as have been established by the Corporation) to the affairs of the Corporation; provided, however, that the Employee will be permitted to devote a limited amount of time, without payment therefore of salary and wages, to charitable or similar organizations and to such other businesses and/or investment activities as are not barred by the provisions of Article IX and which do not interfere with the provision of services hereunder.

ARTICLE VI

OTHER COVENANTS OF EMPLOYEE

Business Opportunities.The Employee agrees to promptly present to the Corporation all potential opportunities for acquisitions, joint ventures and similar transactions in the cancer care radiation therapy sector, which are presented to the Employee during the Term as long as this Agreement is in effect.

ARTICLE VII

COMPENSATION AND EXPENSES

7.1Salary.  Commencing on the Employment Commencement Date, the Corporation shall pay the Employee an annual base salary of five hundred thousand dollars ($500,000) which amount shall thereafter be reviewed by the Board or the Compensation Committee at the end of each fiscal year commencing with the fiscal year ending December 31, 2010. The Employee’s salary may also be increased from time to time in the discretion of the Board.. The Corporation will pay the Employee his annual salary in accordance with the Corporation’s normal payroll practices which is every two weeks.

7.2Annual Bonus. The Employee shall be eligible to earn an annual bonus as determined by the Compensation Committee or Board. The bonus will be based upon the achievement by the Corporation of certain objectively determinable financial performance targets directly tied to revenue growth and EBITDA performance of the Corporation or such other objectives established by the Board or the Compensation Committee and approved by the Board. For each year of the Term, the Corporation shall adopt an annual bonus program affording the Employee an opportunity to earn bonuses equal to at least 100% of his annual base salary.

7.3Options.On or as soon as reasonably practicable following the date hereof, and subject to approval by the Compensation Committee or Board, the Employee will receive an option to purchase 644,645 shares of Common Stock, at a per share exercise price equal to the fair market value per share on the date of grant, pursuant to the terms of Holdings’ Equity Incentive Plan (the “Stock Options”). The Stock Options shall be fully vested on the date of grant with respect to 311,580 shares of Common

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Stock, the Stock Options shall vest with respect to 118,184 shares of Common Stock (the “Time Vesting Options”) monthly over 16 months on the first day of each month following the date of grant and the Stock Options shall vest with respect to 214,881 shares of Common Stock (the “Performance Vesting Options”) based on the rate of return received by the Equity Investors upon a Change of Control. The Performance Vesting Options shall vest as follows: 100% of the Performance Vesting Options shall vest upon the completion of a Change of Control (a) completed after the Employment Commencement Date and prior to the two-year anniversary of the Employment Commencement Date in which the consideration for each share of Common Stock is at least equal to 200% of the per share price paid by the Equity Investors in connection with the Merger (the “Initial Common Stock Price”), (b) completed on or after the two-year anniversary of the Employment Commencement Date and prior to the three-year anniversary of the Employment Commencement Date in which the consideration for each share of Common Stock is at least equal to 225% of the Initial Common Stock Price, (c) completed on or after the three-year anniversary of the Employment Commencement Date and prior to the four-year anniversary of the Employment Commencement Date in which the consideration for each share of Common Stock is at least equal to 250% of the Initial Common Stock Price, or (d) completed on or after the four-year anniversary of the Employment Commencement Date in which the consideration for each share of Common Stock is at least equal to 300% of the Initial Common Stock Price. The Stock Options shall expire one hundred and twenty (120) months from the date of grant and shall remain exercisable for a period of three years following any termination of Employee’s employment with the Corporation other than for Cause.

7.4Co-Investment.For a period of 90 days following the Effective Date, the Employee will have an opportunity to purchase Common Stock at $3.50 per share on the same terms and conditions as the Equity Investors.

7.5Expenses.It is understood and agreed that the services required of the Employee by the Corporation will require the Employee to incur entertainment, travel and other expenses on behalf of the Corporation. The Corporation will reimburse or advance funds to the Employee for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Employee properly accounts for such expenses to the Corporation in accordance with the Corporation’s practices. Such reimbursement or advances will be made in accordance with policies and procedures of the Corporation in effect from time to time relating to reimbursement of our advances to executive officers.

7.6Vacation.For each twelve (12) month period during the Term, the Employee will be entitled to six (6) weeks of vacation without loss of compensation or other benefits to which he is entitled under this Agreement (pro-rated as necessary for partial calendar years during the Term), to be taken at such times as the Employee may select and the affairs of the Corporation may permit.

7.7Employee Benefit Programs.  Without any reduction in the compensation to which the Employee is entitled under the provisions of Sections 7.1 and 7.2 (other than voluntary payment of the Employee’s share of premiums or plan contributions), during the Term the Employee will be entitled to participate in any health insurance, disability,

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sick leave, pension insurance or other employee benefit plan that is maintained at that time by the Corporation for its executive officers including programs of life and medical insurance for his family and reimbursement of membership fees in industry related professional organizations. During the Term, the Corporation shall maintain a policy of directors and officers’ liability insurance with policy limits and terms appropriate for the Corporation’s size and business activities, and shall ensure that the Employee is covered by such policy.

7.8Automobile & Life Insurance.The Corporation shall provide the Employee with an after-tax automobile and life insurance allowance of $1,200 per month commencing on the Employment Commencement Date.

7.9Living Accommodations and Relocation Costs.The Corporation and the Employee also acknowledge and agree that in the event the Corporation requires the Employee to relocate, the Corporation agrees to pay all reasonable relocation expenses of the Employee up to a maximum amount of One Hundred Thousand dollars ($100,000). The Corporation agrees that upon presentation of documentation of such reasonable relocation expenses, that the Employee will be reimbursed in full for such amounts within fifteen (15) days. For purposes of this section, reasonable relocation expenses shall include: (a) airfare for his entire immediate family for one trip from the existing home location to the relocated home location; (b) round-trip airfare for the Employee and his spouse and other reasonable expenses incurred in connection with up to two trips from the existing home location to Colorado for the purpose of locating a new permanent residence; (c) all reasonable closing costs related to the sale of the Employee’s residence, including broker commissions, title costs, tax stamps, document fees; and (c) reasonable moving and shipping costs for furniture and autos. In the event that the Employee relocates at the Corporation’s request, the Employee shall be provided with the appropriate office space, secretarial and clerical support located at the Corporation’s headquarters.

ARTICLE VIII

COVENANT OF CONFIDENTIALITY

The Employee acknowledges that during his employment he will learn and will have access to Confidential Information regarding the Corporation and its Affiliates. All records, files, materials and Confidential Information (excluding personal items obtained by the Employee in the course of his employment with the Corporation and that do not contain Confidential Information) are confidential and proprietary and shall remain the exclusive property of the Corporation or its Affiliates, as the case may be. The Employee will not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any Person or entity with which he may be associated or disclose any such Confidential Information to any Person for any reason or purpose whatsoever without the prior written consent of the Board unless such Confidential Information previously shall have become public knowledge through no action by or omission of the Employee.

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ARTICLE IX
COVENANT NOT TO COMPETE

9.1Covenant.Without limitation to any fiduciary or other legal responsibilities that the Employee may have to the Corporation, the Employee agrees that he will not, for as long as he is an employee of the Corporation directly or indirectly carry on, be engaged in, own, operate, control or participate in the ownership, management, operation or control of or have any financial interest in or otherwise be connected with, any Person, or business (whether as an employee, officer, director, agent, security holder, creditor, consultant, or otherwise) that is or may be engaged in any business activity that is the same as, similar to, or competitive (directly or indirectly) with any radiation oncology business engaged in by the Corporation and/or its Affiliates. Notwithstanding the foregoing, nothing herein shall be deemed or construed to, or shall bar or preclude the Employee from acquiring directly or indirectly not more than five percent (5%) of the securities, by value or voting power, in any publicly-traded company that engages in any activity competitive with any activity engaged in by the Corporation and/or any of its Affiliates.

9.2Non-Solicitation.The Employee hereby agrees that during his employment with the Corporation and for a period of twelve (12) months following the termination of his employment, without the prior written consent of the Corporation, he shall not, on his own behalf or on behalf of any Person, directly or indirectly, hire or solicit the employment of any employee who has been employed by the Corporation and/or any of its Affiliates at any time during the six (6) months immediately preceding such date of hiring or solicitation.

9.3Severability.  The parties hereto agree that the covenants of non-competition contained herein are reasonable covenants under the circumstances. The parties intend that the covenant contained in Section 9.1 be construed as a series of separate covenants, one for each city, county, state, territory, possession or federal district of the United Sates covered by the covenant. Except for geographic coverage, each separate covenant will be considered identical in terms to the covenant contained in Section 9.1. If, in any judicial proceeding, a court refuses to enforce any of the separate covenants described in this Section 9.3, the unenforceable covenant will be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. The Employee agrees that any breach of the covenants contained in this Article IX would irreparably injure the Corporation. Accordingly, the Employee agrees that the Corporation, in addition to pursuing any other remedies it may have at law or in equity, shall be entitled to obtain an injunction against him from any court having jurisdiction over the matter, restraining any further violation of this Article IX and/or withhold any further payments due to the Employee.

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ARTICLE X

ASSIGNABILITY

The rights and obligations of the Corporation under this Agreement shall inure to the benefit of and be binding upon the successors or assigns of the Corporation. The Employee’s obligations hereunder may not be assigned or alienated and any attempt to do so by him will be void.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1Severance of Provision.If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

11.2Notice and Address.All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar receipted delivery, if mailed, postage prepaid, by certified mail return receipt requested (and in each case notice shall be deemed delivered and effective upon receipt thereof by the recipient), as follows:

To the Employee:	L. Duane Choate
	10293 E Sheri Lane
	Englewood, Co 80112
To the Corporation:	General Counsel

Or any current address if different from above, or to such other address as either of them, by notice to the other may designate from time to time.

11.3Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

11.4Arbitration of Disputes.  In the event of any controversy or claim, whether based on contract, tort, statute, or other legal or equitable theory (including but not limited to any claim of fraud, misrepresentation, or fraudulent inducement) arising out of or related to this agreement, or any subsequent agreement between the parties (“dispute”) and if the dispute cannot be resolved by negotiation, the parties agree to

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submit the dispute to arbitration pursuant to this section and the then-current rules and supervision of the American Arbitration Association. The arbitration shall be held in Orange County, California at the office of the American Arbitration Association. Notwithstanding anything to the contrary herein, any party may seek injunctive relief for any breach or threatened breach of this Agreement or any provision of this Agreement from any court of competent jurisdiction.

11.5Attorney’s Fees.In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof and any action or proceeding including that in arbitration as provided for in Section 11.4 of this Agreement, is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to an award by the court or arbitrator, as appropriate, of reasonable attorney’s fees, costs and expenses.

11.6No Violations.  The Employee hereby represents and warrants to the Corporation that the execution, delivery and performance of this Agreement does not violate or conflict with the terms of any other agreement to which the Employee is a party.

11.7Withholdings.  All payments to the Employee under this Agreement shall be reduced by all applicable withholding required by federal, state or local law.

11.8Governing Law.  This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations.

11.9Entire Agreement.This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof, including but not limited to the Prior Agreement. Notwithstanding the forgoing, this Agreement shall not supersede or effect that certain Retention Bonus Letter Agreement by and between Employee and the Corporation dated as of February 4, 2010. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.

11.10Indemnification.With respect to claims resulting from Employee’s acts or failures to act, or alleged acts or failures to act, in Employee’s capacity as a director or officer of the Corporation, the Corporation shall indemnify Employee to the fullest extent permitted by the laws of the State of Delaware and the Corporation’s certificate of incorporation and bylaws, in each case as the same currently exists or may hereafter be amended (but, in case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment). In addition, Employee shall be entitled to the protection of any insurance policies the Corporation or its Subsidiaries shall elect to maintain generally for the benefit of its directors and officers. With respect

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to any claims made against Executive for which the Corporation is obligated to indemnify Employee, Employee will have the right to employ its own counsel reasonably acceptable to the Corporation at the sole cost and expense of the Corporation, and the Corporation shall pay for such counsel as fees are earned and due.

11.11Code Section 280G.No amounts payable under Section 4.6 of this Agreement shall be reduced in the event that the total amounts payable to the Employee under this Agreement or any other plan or agreement would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (as determined in good faith by the Corporation’s public accountants).

11.12Compliance with Section 409A of the Internal Revenue Code.

(a)All payments of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code (together with Department of Treasury regulations and other official guidance issued thereunder, “Section 409A”)) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. No party individually or in combination with any other may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A.

(b)Unless otherwise expressly provided, any payment of compensation by the Corporation to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (2-1/2 months) after the end of the later of the calendar year or the Corporation’s fiscal year in which the Employee’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A). Such amounts shall not be aggregated with any other payments and shall not be subject to the requirements of subsection (d) below applicable to “nonqualified deferred compensation.”

(c)Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Employee’s termination of employment, all references to the Employee’s termination of employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a) “Separation from Service”), and the Employee shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service with respect to the Employee. If this Section 11.12(c) applies, such payments or benefits that are subject to Section 409A shall be paid (or, in the event of any installment payments, shall commence to be paid) on the date that the Corporation determines within sixty (60) days following the date of the Employee’s Separation from Service.

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(d)Notwithstanding anything in Section 11.12(c) to the contrary, if the Employee is a “specified employee” on the date of the Employee’s Separation from Service, any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) shall be delayed in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, and any such delayed payment shall be paid to the Employee in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service, or (ii) the Employee’s death. To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A.

(e)Section 11.12(d) above shall not apply to that portion of any amounts payable upon a Separation from Service which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Employee’s annualized compensation from the Corporation for the calendar year immediately preceding the calendar year during which the Separation from Service occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code for the calendar year during which the Separation from Service occurs.

(f)With respect to any continuation healthcare coverage provided under the Agreement, if during the period of continuation coverage, any plan pursuant to which such benefits are provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to the Employee as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period.

(g)With respect to any reimbursements or in-kind benefits, such reimbursements or benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the following: (i) in no event shall such benefits or reimbursements be provided later than the last day of the Employee’s taxable year following the taxable year in which the expense was incurred or obligation arose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year of the Employee, and (iii) the right to reimbursements or in-kind benefits is not subject to liquidation or exchange for another benefit.

(h)For purposes of this Agreement any installment payments made on separate dates shall be treated as a series of separate and distinct payments for purposes of Section 409A.

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IN WITNESS WHEREOF, the Employee and the Corporation have executed this Agreement as of this 29th day of March, 2010.

THE CORPORATION
Oncure Medical Corp.
By:	/s/ Tim Peach
	Tim Peach, Vice President
THE EMPLOYEE
/s/ L. Duane Choate
L. Duane Choate
10293 E Sheri Lane
Englewood, Co 80112

(i)If the parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, the Employee and the Corporation agree to amend this Agreement, or take such other actions as the Employee and the Corporation deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to the Employee under this Agreement. If any provision of the Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A

(Signature Page Follows)

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 18th day of August, 2006 (the “Effective Date”), is by and between OnCURE Medical Corp., a Delaware Corporation (the “Corporation”) and Russell D. Phillips Jr. (the “Employee”).

RECITALS

A.The Corporation owns, manages and intends to acquire additional entities, which provide (1) radiation therapy, medical oncology and related oncology services and (2) physician practice management services for medical and radiation oncologists.

B.The Employee is presently serving as the Executive Vice President, Chief Compliance Officer and General Counsel of the Corporation.

C.The Corporation has engaged in a transaction pursuant to the Agreement and Plan of Merger, dated as of July 5, 2006 (the “Merger Agreement”), by and among the Corporation, OnCURE Acquisition Sub, Inc. and OnCURE Holdings, Inc. (“Holdings”), pursuant to which OnCURE Acquisition Sub, Inc. will be merged with and into the Corporation on the Effective Date (as defined in the Merger Agreement) and the Corporation will become a wholly-owned subsidiary of Holdings (the “Merger”).

D.The obligation of Holdings and OnCURE Acquisition Sub, Inc. to consummate the Merger is conditioned upon, among other items, the execution and delivery of this Agreement.

E.In connection with the Merger, the Employee will also enter into an Agreement Not to Compete with Holdings of even date herewith (the “Noncompete Agreement”).

F.The Corporation wishes to retain the services of the Employee on the terms, and subject to the conditions, hereinafter set forth.

G.This Agreement shall supersede and replace the Prior Agreement and all other agreements and amendments between the Employee and the Corporation regarding the terms and conditions of the Employee’s employment with the Corporation and/or any of its Affiliates.

AGREEMENT

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

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ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1Definitions. For purposes of this Agreement, unless the context otherwise requires, the following terms have the respective meanings set out below.

a.“Affiliate” shall mean with respect to any specified Person, any Person, whether present or future, that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person.

b.“Agreement” shall have the meaning ascribed thereto in the preamble of this Agreement.

c.“Board” shall mean the members of the board of directors of Holdings.

d.“Cause” shall have the meaning ascribed thereto in Section 4.2.

e.“Change of Control” shall mean and include each of the following: (a) except in connection with a Qualified Offering, the acquisition, in one or more simultaneous transactions or a series of related transactions, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by any Person or any group of Persons who constitute a group (within the meaning of Section 13d-3 of the Exchange Act), other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of Holdings or any Affiliate of Holdings or (ii) a Person or group in which the Equity Investors control, directly or indirectly, 50% or more of the voting power immediately following the transaction, of any securities of Holdings or the Corporation such that, as a result of such acquisition, such Person or group beneficially owns (within the meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, fifty percent ore more of the outstanding voting securities of Holdings or the Corporation, as applicable; (b) a change in the composition of the Board such that a majority of the members are not Continuing Directors (except in the case of a capital raising financing transaction by Holdings or the Corporation); and (c) the sale of all or substantially all of the assets of Holdings’ or the Corporation’s to an entity in which the Equity Investors do not control, directly or indirectly, 50% or more of the voting power immediately following the transaction. Notwithstanding the foregoing, neither the Merger nor any other transactions contemplated by the Merger Agreement shall constitute a Change of Control.

f.“Common Stock” means the Common Stock, $0.001 par value per share, of Holdings.

“Compensation Committee” shall mean the compensation committee of the Board.

h.“Confidential Information” shall mean non-public information concerning the Corporation, including without limitation, financial data, statistical data, strategic business plans, agreements or other material relating to the business, services or

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activities of the Corporation and its Affiliates and trade secrets, market reports, patient files, customer lists, practices, processes, methods, information relating to government relations and other similar information that is propriety information of the Corporation or its Affiliates.

i.“Continuing Director” shall mean, as of any date of determination, any member of the Board who (a) was a member of the Board on the Effective Date, or (b) was nominated for election or elected to the Board with the affirmative vote of at least two-thirds (2/3) of the Continuing Directors who were members of the Board at the time of such nomination or election.

j.The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

k.“Corporation” shall have the meaning ascribed thereto in the preamble of this Agreement.

1.“Disability” shall have the meaning ascribed thereto in Section 4.4.

m.“Employee” shall have the meaning ascribed thereto in the preamble of this Agreement.

n.“Effective Date” shall have the meaning ascribed thereto in the preamble of the Agreement.

o.“Equity Investors” means Genstar Capital Partners IV, L.P. and the other Persons making an equity investment in Holdings in connection with the Merger.

p.“Initial Expiration Date” shall have the meaning ascribed thereto in Section 4.1.

q.“Person” shall mean any individual, corporation, limited or general partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization or any other entity, union, or association, or government or any agency or political subdivision thereof.

r.“Qualified Offering” shall mean any offer for sale of equity securities of the Corporation pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

s.“Stock Options” shall have the meaning ascribed thereto in Section 7.3.

t.“Subsidiary” shall mean with respect to any Person, any corporation, association or other business entity of which securities representing 50% or more of the combined voting power of the total voting stock (or in the case of an association or other

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business entity which is not a corporation, 50% or more of the equity interest) is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof

u.“Term” shall have the meaning ascribed thereto in Section 4.1.

1.2“Construction

a.Captions. The captions of Articles, Sections and Subsections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of the contents of this Agreement.

b.Mandatory and Permissive Acts. As used in this Agreement, the words “shall” and “will” refer to mandatory acts; the word “may” shall refer to permissive acts.

c.References. References in this Agreement to Articles, Sections, and Subsections, unless specifically stated otherwise, are to the Articles, Sections and Subsections of this Agreement.

d.Miscellaneous Terms. The term “or” shall not be exclusive. The terms “herein”, “hereof”, “hereto”, “hereunder” and other terms similar to such terms shall refer to this Agreement as a whole and not merely to the specific article, section paragraph, or clause where such terms may appear. The term “including” shall mean “including but not limited to”.

ARTICLE II
EMPLOYMENT

The Corporation hereby employs the Employee and the Employee hereby accepts employment with the Corporation, commencing as of the Effective Date, for the Term, in the position and with the duties and responsibilities set forth in Article III, and upon such other terms and conditions set forth in this Agreement.

ARTICLE III
POSITION; DUTIES

3.1Position and Duties. The Employee shall serve as the Corporation’s Executive Vice President, Chief Compliance Officer and General Counsel subject to the control and direction of the Chief Executive Officer of the Corporation with duties and responsibilities that are customary for such office(s), including, but not limited to, management and oversight of the Director of Compliance. The Employee shall have such other powers and duties as may be assigned to him from time to time by the Chief Executive Officer or the Board.

3.2Good Faith Efforts. The Employee will use his good faith efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. In determining whether or not the Employee has

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used his good faith efforts hereunder the Corporation’s delegation of authority to other employees and all surrounding circumstances shall be taken into account and the Employee’s good faith efforts shall not be judged solely on the Corporation’s earnings or other results of the Employee’s performance.

ARTICLE IV
TERM OF EMPLOYMENT; TERMINATION

4.1Term. Employee’s employment shall commence on the Effective Date and shall terminate on the two-year anniversary of the Effective Date (the “Initial Expiration Date”); provided, that on the Initial Expiration Date and on the last day of any subsequent extension to the term of this Agreement, the term of this Agreement automatically shall be extended for an additional one (1) year term unless either party gives written notice to the other not less than three (3) months prior to the end of the then current term that it does not desire to extend the term of this Agreement. Notwithstanding the foregoing, Employee’s employment shall terminate upon the termination of this Agreement for any reason. The “Term” of this Agreement means the period from the Effective Date through the Initial Expiration Date, and includes any renewal term, subject in each case to the earlier termination of this Agreement for any reason.

4.2Termination by the Corporation. The Corporation may terminate this Agreement at any time and for any reason or no reason at all. In the event of a termination of this Agreement by the Corporation without Cause, subject to the provisions of Section 4.7, the Corporation shall pay to the Employee the severance pay set forth in Section 4.6. For purposes of this Agreement, “Cause” means any of the following: (a) the Employee enters a plea of guilty or nolo contendere to, or is convicted of, a felony or any other criminal act involving moral turpitude, dishonesty, or theft; (b) the Employee has committed gross negligence, willful misconduct or a breach of his fiduciary duties in carrying out his duties hereunder; (c) the Employee materially breaches this Agreement or the Noncompete Agreement and fails to cure such breach (in the event that such breach is capable of being cured) within 30 days following receipt of notice from the Corporation setting forth in reasonable detail the nature of such breach; (d) the Employee habitually uses drugs or alcohol and such use constitutes an abuse thereof; (e) the Employee engages in willful misconduct in the performance of his duties hereunder that (i) has a material adverse effect on the Corporation or (ii) constitutes a material violation of a policy adopted by the Board; or (f) the Employee engages in material dishonesty or fraud in the performance of his duties hereunder. Upon any termination of this Agreement by the Corporation for Cause, the Employee shall have no right to compensation or bonus payments under Sections 7.1 or 7.2 or to participate in any employee benefit programs (other than amounts previously earned but not yet paid and such programs as the Corporation is, by law, required to allow his participation).

4.3Constructive Termination. In the event that (a) with or without a change in his title or formal corporate action, there shall be a material diminution in the nature or scope of the authorities, powers, functions, duties or responsibilities of the Employee set forth in Article III of this Agreement; (b) the Employee is not appointed to, or is removed

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from, the offices or positions provided for in Section 3.1 of this Agreement; (c) the Employee’s annual base salary is decreased by the Corporation; (d) the Corporation changes its headquarters greater than 30 miles from its existing location without the Employee’s consent as described in Section 7.8; (e) the Corporation fails to pay the Employee’s compensation or provide the Employee benefits when due; (1) the Corporation materially breaches this Agreement or the performance of its duties and obligations hereunder (including any failure to adopt an annual bonus plan in accordance with the provisions of Section 7.2), the Employee, by written notice delivered to the Corporation within 30 days of the event or occurrence constituting a constructive termination hereunder, may elect to deem his employment hereunder to have been terminated by the Corporation without Cause, provided that the Corporation shall have the right to cure any such constructive termination within 30 days of its receipt of such notice.

4.4Death or Disability. Except for the Corporation’s obligations contained in this Section 4.4, this Agreement and the obligations of the Corporation hereunder will terminate upon the Employee’s death or Disability. For purposes of this Agreement, “Disability” shall mean that for a period of (6) six months in any twelve (12) month period, the Employee is incapable of substantially fulfilling his employment responsibilities and duties because of physical, mental or psychological incapacity resulting from injury, sickness or disease. Upon termination of this Agreement by reason of the Employee’s death or Disability, subject to the provisions of Section 4.7, the Corporation will pay in a lump sum payment to the Employee or his legal representative, as the case may be, an amount equal to one-half (1/2) of the Employee’s annual base salary, plus one-half (1/2) of any bonuses payable to the Employee with respect to the twelve (12) month period immediately prior to the date of the Employee’s death or Disability.

4.5Termination by the Employee. The Employee may terminate this Agreement and his employment with the Corporation at any time for any reason or no reason at all by giving the Corporation at least thirty (30) days’ prior written notice. The Corporation may relieve Employee of any or all of his duties and responsibilities at any time following the giving of any such notice and such action will in no event constitute a constructive termination under Section 4.3 or termination by Employee without Cause (provided, that Employee shall be entitled to continue to be compensated in accordance with this Agreement through the date of termination). Upon any termination of this Agreement by the Employee pursuant to this Section 4.5, the Employee shall have no right to compensation or bonus payments under Sections 7.1 or 7.2 or to participate in any employee benefit programs (other than amounts previously earned but not yet paid and such programs as the Corporation is, by law, required to allow his participation).

4.6Termination by the Corporation Without Cause.

(a) In the event of a termination of this Agreement by the Corporation without Cause (other than in connection with a Change of Control or within nine months following a Change of Control), subject to the provisions of Section 4.7, the Corporation shall pay to the Employee, as severance pay, an amount equal to one (1) times the

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Employee’s annual base salary, plus the Employee’s Target Bonus (as defined in Section 7.2) payable for the year in which the termination occurs. Such severance pay shall be paid by the Corporation to the Employee in equal installments in accordance with the Corporation’s normal payroll practices.

(b)In the event of a termination of this Agreement by the Corporation without Cause in connection with a Change of Control or within nine months following a Change of Control, subject to the provisions of Section 4.7, the Corporation shall pay in a lump sum payment to the Employee, as severance pay, an amount equal to one (1) times the sum of the Employee’s annual base salary, plus an amount equal to the Employee’s Target Bonus payable for the year in which termination occurs.

(c)In the event that this Agreement is terminated by the Corporation without Cause, the Employee shall have 90 days from the date of termination to exercise any vested Stock Options. In the event that Employee does not exercise all or a portion of his vested Stock Options, the Corporation shall, in exchange for the cancellation of such unexercised Stock Options and to the extent permissible under applicable law, issue to the Employee a number of shares of Common Stock equal to fifty percent (50%) of (i) the product of (1) the number of shares of Common Stock exercisable under such unexercised Stock Options multiplied by (2) the difference between the fair market value of one share of Common Stock on the date of issuance and the exercise price per share of Common Stock under the Stock Options, divided by (ii) the fair market value of one share of Common Stock on the date of issuance. For purposes of the foregoing, the fair market value of one share of Common Stock on the date of issuance shall be determined in good faith by the Board.

(d)The Corporation agrees that if this Agreement is terminated by the Corporation or in the event of the death or Disability of the Employee, (i) the Employee will immediately receive additional compensation consisting of any and all accrued and unpaid vacation pay, back wages accrued and accrued sick pay; (ii) except in the event of a termination for Cause, the Employee shall be entitled keep possession of any Corporation provided laptop computer (and all accessories) provided that all Confidential Information shall be deleted from such computer immediately following any such termination (and the Corporation shall have the right to possession and operate such computer as shall be reasonably sufficient to confirm the deletion of such Confidential Information); (iii) except in the event of a termination for Cause, the Corporation will pay for the Employee’s health benefits under COBRA until employee becomes eligible for another employer’s health insurance or for twelve (12) months, whichever occurs first; and (iv) the Corporation will provide to the Employee outplacement services, with a firm of the Employee’s discretion, at a cost not to exceed $15,000.

4.7Release of the Corporation. As a condition to receiving the severance payments and benefits described herein, (1) Employee or, in the event of Employee’s death or Disability, Employee’s legal representative shall be required to execute and deliver to the Corporation a general release of all claims, including, but not limited to, claims for wrongful termination, for employment discrimination under Title VII of the Civil Rights Act of 1964, as amended, and claims under the Americans with Disabilities

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Act of 1990, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Civil Rights Act of 1866, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974 and any equivalent state, local and municipal laws, rules and regulations, he or his estate or legal representatives may have against the Corporation and its Subsidiaries and Affiliates, and the officers, directors, shareholders and agents of each of them, in each case in such form as may be reasonably requested by the Corporation and (2) Employee shall comply with any provisions of this Agreement or the Noncompete Agreement that survive such termination. The provisions of this Section 4.7 shall survive any termination of this Agreement.

ARTICLE V
DEVOTION OF THE EMPLOYEE’S TIME TO DUTIES

The parties agree that Employee will devote substantially full time during normal business hours (exclusive of periods of sickness and Disability and of such normal holiday and vacation periods as have been established by the Corporation) to the affairs of the Corporation; provided, however, that the Employee will be permitted to devote a limited amount of time, without payment therefore of salary and wages, to charitable or similar organizations and to such other businesses and/or investment activities as are not barred by the provisions of Article IX or the Noncompete Agreement and which do not interfere with the provision of services hereunder.

ARTICLE VI
OTHER COVENANTS OF EMPLOYEE

Business Opportunities. The Employee agrees to promptly present to the Corporation all potential opportunities for acquisitions, joint ventures and similar transactions in the cancer care radiation therapy sector, which are presented to the Employee during the Term as long as this Agreement is in effect.

ARTICLE VII
COMPENSATION AND EXPENSES

7.1Salary. From the Effective Date through September 30, 2006, the Corporation shall pay the Employee an annual base salary in the amount of Employee’s base salary as of the Effective Date. Effective October 1, 2006, the Corporation shall pay the Employee an annual base salary of Two Hundred Seventy-Five Thousand ($275,000), which thereafter shall be reviewed by the Board or the Compensation Committee at the end of each fiscal year commencing with the fiscal year ending December 31, 2007. The Employee’s salary may also be increased from time to time in the discretion of the Board. The Corporation will pay the Employee his annual salary in equal installments no less frequently than semi-monthly.

7.2Bonus. The Employee shall be eligible to earn an annual bonus as determined by the Compensation Committee or Board. The bonus will be based upon

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achievement of certain financial performance of the Corporation and other objectives established by the Compensation Committee or Board. The 2006 annual Bonus objectives are reflected on Exhibit A of this Agreement; provided, however, that when determining whether the EBITDA thresholds set forth on Exhibit A have been satisfied for 2006, EBITDA thresholds will be reasonably adjusted as determined by the Compensation Committee or Board to account for any acquisitions made by the Corporation after the date hereof. The Employee’s bonus for 2006 will be determined under the bonus program in place prior to the execution of this Agreement. For each year of the Teiin after 2006, the Corporation shall adopt an annual bonus program affording Employee an opportunity to earn bonuses equal to at least 60% of his annual base salary; provided, however, that the annual bonus plan for fiscal years subsequent to 2006 may contain additional or different performance criteria established by the Board or the Compensation Committee. For purposes of this Agreement, the Employee’s “Target Bonus” for any year means the maximum annual bonus payable to the Employee assuming 100% achievement of all performance criteria for such year, as set forth in Exhibit A for 2006 and as adopted by the Corporation pursuant to the immediately preceding sentence for subsequent years.

7.3Options. On or as soon as reasonably practicable following the Effective Date, and as approved by the Compensation Committee or Board, the Employee will receive an option to purchase 257,858 shares of Common Stock, at an exercise price per share equal to the fair market value of one share of Common Stock at the date of grant, which shall not be higher than the price of $3.50 per share (the “Initial Common Stock Price”), pursuant to the terms of Holdings’ Equity Incentive Plan (the “Stock Options”). Two-thirds of the Stock Options shall vest over four (4) years at the rate of 1/48 per month and one-third of the Stock Options (the “Performance Vesting Options”) shall vest as follows: 100% of the Performance Vesting Options shall vest upon the completion of a Change of Control (a) completed after the Effective Date and prior to the two-year anniversary of the Effective Date in which the consideration for each share of Common Stock is at least equal to 200% of the Initial Common Stock Price, (b) completed on or after the two-year anniversary of the Effective Date and prior to the three-year anniversary of the Effective Date in which the consideration for each share of Common Stock is at least equal to 225% of the Initial Common Stock Price, (c) completed on or after the three-year anniversary of the Effective Date and prior to the four-year anniversary of the Effective Date in which the consideration for each share of Common Stock is at least equal to 250% of the Initial Common Stock Price, or (d) completed on or after the four-year anniversary of the Effective Date in which the consideration for each share of Common Stock is at least equal to 300% of the Initial Common Stock Price. The Stock Options shall expire one hundred and twenty (120) months from the date of grant.

7.4Expenses. It is understood and agreed that the services required of the Employee by the Corporation will require the Employee to incur entertainment, travel and other expenses on behalf of the Corporation. The Corporation will reimburse or advance funds to the Employee for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Employee properly accounts for such expenses to the Corporation in

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accordance with the Corporation’s practices. Such reimbursement or advances will be made in accordance with policies and procedures of the Corporation in effect from time to time relating to reimbursement of our advances to executive officers.

7.5Vacation. For each twelve (12) month period during the Term, the Employee will be entitled to six (6) weeks of vacation without loss of compensation or other benefits to which he is entitled under this Agreement (pro-rated as necessary for partial calendar years during the Term), to be taken at such times as the Employee may select and the affairs of the Corporation may permit.

7.6Employee Benefit Programs. Without any reduction in the compensation to which the Employee is entitled under the provisions of Sections 7.1 and 7.2 (other than voluntary payment of Employee’s share of premiums or plan contributions), during the Term the Employee will be entitled to participate in any health insurance, disability, sick leave, pension insurance or other employee benefit plan that is maintained at that time by the Corporation for its executive officers including programs of life and medical insurance for his family and reimbursement of membership fees in industry related professional organizations. During the Term, the Corporation shall maintain a policy of directors and officers’ liability insurance with policy limits and terms appropriate for the Corporation’s size and business activities, and shall ensure that the Employee is covered by such policy.

7.7Automobile & Life Insurance. The Corporation shall provide the Employee with an after-tax automobile and life insurance allowance of $1,000 per month.

7.8Relocation Costs. The Employee shall be provided with the appropriate office space, secretarial and clerical support located at the Corporation’s headquarters in Orange County, California, and at the Corporation’s cost. The Corporation agrees that any change in the Corporation’s headquarters greater than 30 miles from its existing location as of the Effective Date, and without the Employee’s consent, constitutes an immediate constructive termination and entitles the employee to severance under Section 4.6. Otherwise, with respect to any relocation approved of by the Employee, the Corporation and Employee acknowledge and agree that if the Employee is being required to relocate, the Corporation agrees to pay all reasonable relocation expenses of the Employee. The Corporation agrees that upon presentation of documentation of such reasonable relocation expenses, that the Employee will be reimbursed in full within fifteen (15) days. For purposes of this section, reasonable relocation expenses shall include: (a) airfare for his entire immediate family for one trip from the existing home location to the relocated home location; (b) all reasonable closing costs related to the sale of the Employee’s residence, including broker commissions, title costs, tax stamps, document fees; and (c) reasonable moving and shipping costs for furniture and autos.

7.9Continuing Education. The Employee shall be entitled to continuing education seminars at the Corporation’s expense. The Corporation will reimburse the Employee for pre-approved and properly-documented continuing education seminars expenses to a maximum of $5,000 per year.

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ARTICLE VIII
COVENANT OF CONFIDENTIALITY

The Employee acknowledges that during his employment he will learn and will have access to Confidential Information regarding the Corporation and its Affiliates. All records, files, materials and Confidential Information (excluding personal items obtained by the Employee in the course of his employment with the Corporation and that do not contain Confidential Information) are confidential and proprietary and shall remain the exclusive property of the Corporation or its Affiliates, as the case may be. The Employee will not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any Person or entity with which he may be associated or disclose any such Confidential Information to any Person for any reason or purpose whatsoever without the prior written consent of the Board unless such Confidential Information previously shall have become public knowledge through no action by or omission of the Employee.

ARTICLE IX
COVENANT NOT TO COMPETE

9.1         Covenant. Without limitation to any fiduciary or other legal responsibilities that Employee may have to the Corporation, the Employee agrees that he will not, for as long as he is an Employee of the Corporation directly or indirectly carry on, be engaged in, own, operate, control or participate in the ownership, management, operation or control of or have any financial interest in or otherwise be connected with, any Person, or business (whether as an employee, officer, director, agent, security holder, creditor, consultant, or otherwise) that is or may be engaged in any business activity that is the same as, similar to, or competitive (directly or indirectly) with any radiation oncology business engaged in by the Corporation and/or its Affiliates. Notwithstanding the foregoing, nothing herein shall be deemed or construed to, or shall bar or preclude the Employee from acquiring directly or indirectly not more than five percent (5%) of the securities, by value or voting power, in any publicly-traded company that engages in any activity competitive with any activity engaged in by the Corporation and/or any of its Affiliates.

9.2         Non-Solicitation. The Employee hereby agrees that during the term of his employment with the Corporation and for a period of twelve (12) months following the termination of his employment, without the prior written consent of the Corporation, he shall not, on his own behalf or on behalf of any Person, directly or indirectly, hire or solicit the employment of any employee who has been employed by the Corporation and/or any of its Affiliates at any time during the six (6) months immediately preceding such date of hiring or solicitation.

9.3         Severability. The parties hereto agree that the covenants of non-competition contained herein are reasonable covenants under the circumstances. The parties intend that the covenant contained in Section 9.1 be construed as a series of separate covenants, one for each city, county, state, territory, possession or federal district of the United Sates covered by the covenant. Except for geographic coverage, each

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separate covenant will be considered identical in terms to the covenant contained in Section 9.1. If, in any judicial proceeding, a court refuses to enforce any of the separate covenants described in this Section 9.3, the unenforceable covenant will be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. The Employee agrees that any breach of the covenants contained in this Article IX would irreparably injure the Corporation. Accordingly, the Employee agrees that the Corporation, in addition to pursuing any other remedies it may have at law or in equity, shall be entitled to obtain an injunction against him from any court having jurisdiction over the matter, restraining any further violation of this Article IX and/or withhold any further payments due to the Employee.

9.4          Conflict with Noncompete Agreement. In the event of any conflict between the provisions of this Article IX and the provisions of the Noncompete Agreement, the provisions of the Noncompete Agreement shall control.

ARTICLE X
ASSIGNABILITY

The rights and obligations of the Corporation under this Agreement shall inure to the benefit of and be binding upon the successors or assigns of the Corporation. The Employee’s obligations hereunder may not be assigned or alienated and any attempt to do so by him will be void.

ARTICLE XI
MISCELLANEOUS PROVISIONS

11.1        Severance of Provision. If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

11.2        Notice and Address. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar receipted delivery, if mailed, postage prepaid, by certified mail return receipt requested (and in each case notice shall be deemed delivered and effective upon receipt thereof by the recipient), as follows:

To the Employee:	Russell D. Phillips, Jr.
	620 - 6th Street
	Hermosa Beach, California 90254

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To the Corporation:	General Counsel
	OnCURE Medical Corp
	610 Newport Center Drive, Suite 350 Newport, California 92660

Or any current address if different from above, or to such other address as either of them, by notice to the other may designate from time to time.

11.3        Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

11.4        Arbitration of Disputes. In the event of any controversy or claim, whether based on contract, tort, statute, or other legal or equitable theory (including but not limited to any claim of fraud, misrepresentation, or fraudulent inducement) arising out of or related to this agreement, or any subsequent agreement between the parties (“dispute”) and if the dispute cannot be resolved by negotiation, the parties agree to submit the dispute to arbitration pursuant to this section and the then-current rules and supervision of the American Arbitration Association. The arbitration shall be held in Orange County, California at the office of the American Arbitration Association. Notwithstanding anything to the contrary herein, any party may seek injunctive relief for any breach or threatened breach of this Agreement or any provision of this Agreement from any court of competent jurisdiction.

11.5        Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof and any action or proceeding including that in arbitration as provided for in Section 11.4 of this Agreement, is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to an award by the court or arbitrator, as appropriate, of reasonable attorney’s fees, costs and expenses.

11.6        No Violations. The Employee hereby represents and warrants to the Corporation that the execution, delivery and performance of this Agreement does not violate or conflict with the terms of any other agreement to which the Employee is a party.

11.7        Withholdings. All payments to the Employee under this Agreement shall be reduced by all applicable withholding required by federal, state or local law.

11.8        Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations.

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11.9        Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.

11.10      Code Section 280G. The foregoing notwithstanding, to the extent that the total amounts payable to Employee under this Agreement or any other plan or agreement would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (as determined in good faith by the Corporation’s public accountants) then amounts payable under Section 4.6 shall be reduced to the extent necessary to avoid any such amounts constituting an excess parachute payment.

11.11      Code Section 409A. In the event that the Common Stock of the Corporation or Holdings becomes publicly-traded and in the event that any payments to Employee under Section 4.6 constitute non-qualified deferred compensation subject to Code Section 409A, then the Corporation may delay payment of such amounts until the date that is 6 months and one day after the Employee’s termination of employment, to the extent required to comply with Code Section 409A.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Employee and the Corporation have executed this Agreement as of this its day of August, 2006.

THE CORPORATION
OnCURE Medical Corp.
By:
Richard N. Zehner
Chief Executive Officer
THE EMPLOYEE
Name: Russell D. Phillips, Jr.

[Signature Page to Employment Agreement — Russell D. Phillips, Jr.]

IN WITNESS WHEREOF, the Employee and the Corporation have executed this Agreement as of this ItP day of August, 2006.

THE CORPORATION
OnCURE Medical Corp.
By:
	Richard N. Zehner
	Chief Executive Officer
THE EMPLOYEE

[Signature Page to Employment Agreement — Russell D. Phillips, Jr.]

EXHIBIT A

(SEE ATTACHED)

EX-10.3

Exhibit 10.3

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This first amendment (the “Amendment”) to the Employment Agreement by and between Oncure Medical Corp. (the “Corporation”) and Russell D. Phillips, Jr. (the “Employee”), dated as of December 17, 2008, is hereby made and entered into effective as of December 17, 2008, by and between the Corporation and the Employee.

WHEREAS, the Corporation and the Employee entered into the Employment Agreement dated as of August 18, 2006 (the “Agreement”); and

WHEREAS, the Corporation and the Employee desire to amend the Agreement to conform the Agreement to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and Internal Revenue Service guidance thereunder.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties set forth in this Amendment, and other good and valuable consideration, the parties hereto, intending to be legally bound, agree as follows:

1.             Section 11.11 of the Agreement is hereby amended in its entirety to read as follows:

11.11.             Compliance with Section 409A of the Internal Revenue Code.

(a)   All payments of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code (together with Department of Treasury regulations and other official guidance issued thereunder, “Section 409A”)) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith.  No party individually or in combination with any other may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A.

(b)   Unless otherwise expressly provided, any payment of compensation by the Corporation to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (2½ months) after the end of the later of the calendar year or the Corporation’s fiscal year in which the Employee’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A).  Such amounts shall not be aggregated with any other payments and shall not be subject to the requirements of subsection (d) below applicable to “nonqualified deferred compensation.”

(c)   Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Employee’s termination of employment, all references to the Employee’s termination of employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a

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“Separation from Service”), and the Employee shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service with respect to the Employee.  If this Section 11.11(c) applies, such payments or benefits that are subject to Section 409A shall be paid (or, in the event of any installment payments, shall commence to be paid) on the date that the Corporation determines within sixty (60) days following the date of the Employee’s Separation from Service.

(d)   Notwithstanding anything in Section 11.11(c) to the contrary, if the Employee is a “specified employee” on the date of the Employee’s Separation from Service, any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) shall be delayed in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, and any such delayed payment shall be paid to the Employee in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service, or (ii) the Employee’s death.  To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A.

(e)   Section 11.11(d) above shall not apply to that portion of any amounts payable upon a Separation from Service which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Employee’s annualized compensation from the Corporation for the calendar year immediately preceding the calendar year during which the Separation from Service occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code for the calendar year during which the Separation from Service occurs.

(f)    With respect to any continuation healthcare coverage provided under the Agreement, if during the period of continuation coverage, any plan pursuant to which such benefits are provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to the Employee as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period.

(g)   With respect to any reimbursements or in-kind benefits, such reimbursements or benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the following:  (i) in no event shall such benefits or reimbursements be provided later than the last day of the Employee’s taxable year following the taxable year in which the expense was incurred or obligation arose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year of the Employee, and (iii) the right to reimbursements or in-kind benefits is not subject to liquidation or exchange for another benefit.

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(h)   For purposes of this Agreement any installment payments made on separate dates shall be treated as a series of separate and distinct payments for purposes of Section 409A.

(i)    If the parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, the Employee and the Corporation agree to amend this Agreement, or take such other actions as the Employee and the Corporation deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to the Employee under this Agreement.  If any provision of the Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.  Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

2.             The Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with the terms and conditions thereof.  This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.

Oncure Medical Corp.

By:

Name:

Title:

Employee

/s/ Russell D. Phillips, Jr.

Name: Russell D. Phillips, Jr.

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EX-10.4

Exhibit 10.4

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 1st day of March, 2009 (the “Amendment Effective Date”) with reference to that certain Employment Agreement (the “Agreement”) dated August 18, 2006, by and between Oncure Medical Corp. (the “Corporation”) and Russell D. Phillips, Jr. (the “Employee”).

RECITALS

A.            The Employee serves as Executive Vice President, Chief Compliance Officer and General Counsel of the Corporation.

B.            Section 7.1 of the Agreement provides that the Corporation shall pay the Employee an annual base salary of $275,000, which thereafter shall be reviewed by the Board or the Compensation Committee at the end of each fiscal year.

C.            Section 4.3 of the Agreement provides that in the event specified items occur, including, but not limited to, a decrease in the Employee’s base salary by the Corporation, such events shall constitute a constructive termination and the Employee may elect to deem his employment terminated by the Corporation without Cause.

D.            The Employee and the Corporation desire to amend the Agreement as set forth herein to provide for a temporary reduction in the Employee’s base salary along with a waiver by the Employee of any claim against the Corporation related to constructive termination under the Agreement with respect to the temporary reduction in the Employee’s base salary.

E.             Terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and undertakings hereunder and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto do hereby agree as follows:

1.Amendment.  The Agreement shall be amended as follows:

Section 7.1            “Salary”, is amended by adding the following new sentences:

“Notwithstanding the foregoing, from the Amendment Effective Date through December 31, 2009 the Corporation shall pay the Employee an annual base salary of $256,511 (the “Temporary Reduction”).  Effective January 1, 2010, the Corporation shall pay the Employee an annual base salary equal to the annual base salary in effect immediately prior to the Amendment Effective Date.  The Compensation Committee shall review the Corporation’s performance on a quarterly basis during 2009 and reinstate the base salary in effect immediately prior to the Amendment Effective Date, if appropriate.”

Section 4.6            “Termination by the Corporation Without Cause”, is amended by adding new subsections (e) and (f):

“(e)         The Employee hereby consents to the Temporary Reduction in base salary and fully releases the Corporation from any claim of constructive discharge and/or termination without Cause under the Agreement based upon the temporary reduction in base salary.

(f)            In the event the Employee is terminated without Cause on or after the Amendment Effective Date through December 31, 2009, the severance pay due to the Employee under this Section 4.6 shall be based upon the Employee’s annual base salary immediately in effect prior to the Amendment Effective Date.”

2.             General Provisions.

2.1.          Reference to and Effect on the Agreement.  This Amendment modifies the Agreement to the extent set forth herein, is hereby incorporated by reference into the Agreement and made a part thereof.  Except as specifically amended by this Amendment or prior amendments, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.  The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties to the Agreement.

2.2.          Governing Law.  This Amendment and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations.

2.3.          Captions.  The captions or headings in this Amendment are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Amendment.

2.4.          Severability.  The provisions of this Amendment shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Amendment shall be effective and binding upon the parties.

2.5.          Counterparts.  This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.  Delivery of a copy of this Amendment bearing an original signature by facsimile transmission or by electronic mail in “portable document format” shall have the same effect as physical delivery of the paper document bearing the original signature.

2.6.          Parties in Interest.  Nothing expressed or implied in this Amendment is intended or shall be construed to confer upon or give to any Person other than the parties hereto any rights or remedies under or by reason of this Amendment or any transaction contemplated hereby.

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2.7.          No Prejudice.  This Amendment has been jointly prepared by the parties hereto and the terms hereof shall not be construed in favor of or against any party on account of its participation in such preparation.

IN WITNESS WHEREOF, the parties hereby execute this Amendment as of the Effective Date.

ONCURE MEDICAL CORP.
By:	/s/ David S. Chernow
Name:	David S. Chernow
Title:	President and CEO
EMPLOYEE
By:	/s/ Russell D. Phillips, Jr.
Name:	Russell D. Phillips, Jr.

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EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 18th day of August, 2006 (the “Effective Date”), is by and between OnCURE Medical Corp., a Delaware Corporation (the “Corporation”) and William L. Pegler (the “Employee”).

RECITALS

A.             The Corporation owns, manages and intends to acquire additional entities, which provide (1) radiation therapy, medical oncology and related oncology services and (2) physician practice management services for medical and radiation oncologists.

B.              The Employee is presently serving as the Senior Vice President, Operations of the Corporation pursuant to an employment agreement, dated as of June 1, 2004, by and between the Corporation and the Employee (the “Prior Employment Agreement”).

C.            The Corporation has engaged in a transaction pursuant to the Agreement and Plan of Merger, dated as of July 5, 2006 (the “Merger Agreement”), by and among the Corporation, OnCURE Acquisition Sub, Inc. and OnCURE Holdings, Inc. (“Holdings”), pursuant to which OnCURE Acquisition Sub, Inc. will be merged with and into the Corporation on the Effective Date (as defined in the Merger Agreement) and the Corporation will become a wholly-owned subsidiary of Holdings (the “Merger”).

D.            The obligation of Holdings and OnCURE Acquisition Sub, Inc. to consummate the Merger is conditioned upon, among other items, the execution and delivery of this Agreement.

E.             In connection with the Merger, the Employee will also enter into an Agreement Not to Compete with Holdings of even date herewith (the “Noncompete Agreement”).

F.             The Corporation wishes to retain the services of the Employee on the terms, and subject to the conditions, hereinafter set forth.

G. This Agreement shall supersede and replace the Prior Agreement and all other agreements and amendments between the Employee and the Corporation regarding the terms and conditions of the Employee’s employment with the Corporation and/or any of its Affiliates.

AGREEMENT

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

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ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1                Definitions. For purposes of this Agreement, unless the context otherwise requires, the following terms have the respective meanings set out below.

a.                  “Affiliate” shall mean with respect to any specified Person, any Person, whether present or future, that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person.

b.                  “Agreement” shall have the meaning ascribed thereto in the preamble of this Agreement.

c.                  “Board” shall mean the members of the board of directors of Holdings.

d.                  “Cause” shall have the meaning ascribed thereto in Section 4.2.

e.                  “Change of Control” shall mean and include each of the following: (a) except in connection with a Qualified Offering, the acquisition, in one or more simultaneous transactions or a series of related transactions, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by any Person or any group of Persons who constitute a group (within the meaning of Section 13d-3 of the Exchange Act), other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of Holdings or any Affiliate of Holdings or (ii) a Person or group in which the Equity Investors control, directly or indirectly, 50% or more of the voting power immediately following the transaction, of any securities of Holdings or the Corporation such that, as a result of such acquisition, such Person or group beneficially owns (within the meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, fifty percent ore more of the outstanding voting securities of Holdings or the Corporation, as applicable; (b) a change in the composition of the Board such that a majority of the members are not Continuing Directors (except in the case of a capital raising financing transaction by Holdings or the Corporation); and (c) the sale of all or substantially all of the assets of Holdings’ or the Corporation’s to an entity in which the Equity Investors do not control, directly or indirectly, 50% or more of the voting power immediately following the transaction. Notwithstanding the foregoing, neither the Merger nor any other transactions contemplated by the Merger Agreement shall constitute a Change of Control.

f.               “Common Stock” means the Common Stock, $0.001 par value per share, of Holdings.

g.              “Compensation Committee” shall mean the compensation committee of the Board.

h.              “Confidential Information” shall mean non-public information concerning the Corporation, including without limitation, financial data, statistical data, strategic business plans, agreements or other material relating to the business, services or

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activities of the Corporation and its Affiliates and trade secrets, market reports, patient files, customer lists, practices, processes, methods, information relating to government relations and other similar information that is propriety information of the Corporation or its Affiliates.

i.               “Continuing Director” shall mean, as of any date of determination, any member of the Board who (a) was a member of the Board on the Effective Date, or (b) was nominated for election or elected to the Board with the affirmative vote of at least two-thirds (2/3) of the Continuing Directors who were members of the Board at the time of such nomination or election.

j.                The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

k.              “Corporation” shall have the meaning ascribed thereto in the preamble of this Agreement.

1.              “Disability” shall have the meaning ascribed thereto in Section 4.4.

m.             “Employee” shall have the meaning ascribed thereto in the preamble of this Agreement.

n.              “Effective Date” shall have the meaning ascribed thereto in the preamble of the Agreement.

o.               “Equity Investors” means Genstar Capital Partners IV, L.P. and the other Persons making an equity investment in Holdings in connection with the Merger.

P.              “Initial Expiration Date” shall have the meaning ascribed thereto in Section 4.1.

q.             “Person” shall mean any individual, corporation, limited or general partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization or any other entity, union, or association, or government or any agency or political subdivision thereof.

r.             “Qualified Offering” shall mean any offer for sale of equity securities of the Corporation pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

s.             “Stock Options” shall have the meaning ascribed thereto in Section 7.3.

t.              “Subsidiary” shall mean with respect to any Person, any corporation, association or other business entity of which securities representing 50% or more of the combined voting power of the total voting stock (or in the case of an association or other

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business entity which is not a corporation, 50% or more of the equity interest) is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.

u.               “Term” shall have the meaning ascribed thereto in Section 4.1.

1.2            “Construction

a.               Captions. The captions of Articles, Sections and Subsections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of the contents of this Agreement.

b.               Mandatory and Permissive Acts. As used in this Agreement, the words “shall” and “will” refer to mandatory acts; the word “may” shall refer to permissive acts.

c.               References. References in this Agreement to Articles, Sections, and Subsections, unless specifically stated otherwise, are to the Articles, Sections and Subsections of this Agreement.

d.               Miscellaneous Terms. The tell               I “or” shall not be exclusive. The terms “herein”, “hereof’, “hereto”, “hereunder” and other terms similar to such terms shall refer to this Agreement as a whole and not merely to the specific article, section paragraph, or clause where such terms may appear. The term “including” shall mean “including but not limited to”.

ARTICLE II
EMPLOYMENT

The Corporation hereby employs the Employee and the Employee hereby accepts employment with the Corporation, commencing as of the Effective Date, for the Term, in the position and with the duties and responsibilities set forth in Article III, and upon such other terms and conditions set forth in this Agreement.

ARTICLE III
POSITION; DUTIES

3.1          Position and Duties. The Employee shall serve as the Corporation’s Senior Vice President, Operations subject to the control and direction of the President and Chief Operating Officer of the Corporation with duties and responsibilities that are customary for such office(s), including, but not limited to, management and oversight of the Regional Vice Presidents of Operations. The Employee shall have such other powers and duties as may be assigned to him from time to time by the President and Chief Operating Officer or the Board.

3.2            Good Faith Efforts. The Employee will use his good faith efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. In detellnining whether or not the Employee has

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used his good faith efforts hereunder the Corporation’s delegation of authority to other employees and all surrounding circumstances shall be taken into account and the Employee’s good faith efforts shall not be judged solely on the Corporation’s earnings or other results of the Employee’s performance.

ARTICLE IV

TERM OF EMPLOYMENT; TERMINATION

4.1         Term. Employee’s employment shall commence on the Effective Date and shall terminate on the two-year anniversary of the Effective Date (the “Initial Expiration Date”); provided, that on the Initial Expiration Date and on the last day of any subsequent extension to the term of this Agreement, the term of this Agreement automatically shall be extended for an additional one (1) year term unless either party gives written notice to the other not less than three (3) months prior to the end of the then current term that it does not desire to extend the term of this Agreement. Notwithstanding the foregoing, Employee’s employment shall terminate upon the termination of this Agreement for any reason. The “Term” of this Agreement means the period from the Effective Date through the Initial Expiration Date, and includes any renewal term, subject in each case to the earlier termination of this Agreement for any reason.

4.2         Termination by the Corporation. The Corporation may terminate this Agreement at any time and for any reason or no reason at all. In the event of a termination of this Agreement by the Corporation without Cause, subject to the provisions of Section 4.7, the Corporation shall pay to the Employee the severance pay set forth in Section 4.6. For purposes of this Agreement, “Cause” means any of the following: (a) the Employee enters a plea of guilty or nolo contendere to, or is convicted of, a felony or any other criminal act involving moral turpitude, dishonesty, or theft; (b) the Employee has committed gross negligence, willful misconduct or a breach of his fiduciary duties in carrying out his duties hereunder; (c) the Employee materially breaches this Agreement or the Noncompete Agreement and fails to cure such breach (in the event that such breach is capable of being cured) within 30 days following receipt of notice from the Corporation setting forth in reasonable detail the nature of such breach; (d) the Employee habitually uses drugs or alcohol and such use constitutes an abuse thereof; (e) the Employee engages in willful misconduct in the performance of his duties hereunder that (i) has a material adverse effect on the Corporation or (ii) constitutes a material violation of a policy adopted by the Board; or (f) the Employee engages in material dishonesty or fraud in the performance of his duties hereunder. Upon any termination of this Agreement by the Corporation for Cause, the Employee shall have no right to compensation or bonus payments under Sections 7.1 or 7.2 or to participate in any employee benefit programs (other than amounts previously earned but not yet paid and such programs as the Corporation is, by law, required to allow his participation).

4.3         Constructive Termination. In the event that (a) with or without a change in his title or formal corporate action, there shall be a material diminution in the nature or scope of the authorities, powers, functions, duties or responsibilities of the Employee set forth in Article III of this Agreement; (b) the Employee is not appointed to, or is removed

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from, the offices or positions provided for in Section 3.1 of this Agreement; (c) the Employee’s annual base salary is decreased by the Corporation; (d) the Corporation changes its headquarters greater than 30 miles from its existing location without the Employee’s consent as described in Section 7.8; (e) the Corporation fails to pay the Employee’s compensation or provide the Employee benefits when due; (f) the Corporation materially breaches this Agreement or the performance of its duties and obligations hereunder (including any failure to adopt an annual bonus plan in accordance with the provisions of Section 7.2), the Employee, by written notice delivered to the Corporation within 30 days of the event or occurrence constituting a constructive termination hereunder, may elect to deem his employment hereunder to have been terminated by the Corporation without Cause, provided that the Corporation shall have the right to cure any such constructive termination within 30 days of its receipt of such notice.

4.4           Death or Disability. Except for the Corporation’s obligations contained in this Section 4.4, this Agreement and the obligations of the Corporation hereunder will terminate upon the Employee’s death or Disability. For purposes of this Agreement, “Disability” shall mean that for a period of (6) six months in any twelve (12) month period, the Employee is incapable of substantially fulfilling his employment responsibilities and duties because of physical, mental or psychological incapacity resulting from injury, sickness or disease. Upon termination of this Agreement by reason of the Employee’s death or Disability, subject to the provisions of Section 4.7, the Corporation will pay in a lump sum payment to the Employee or his legal representative, as the case may be, an amount equal to one-half (1/2) of the Employee’s annual base salary, plus one-half (1/2) of any bonuses payable to the Employee with respect to the twelve (12) month period immediately prior to the date of the Employee’s death or Disability.

4.5          Termination by the Employee. The Employee may terminate this Agreement and his employment with the Corporation at any time for any reason or no reason at all by giving the Corporation at least thirty (30) days’ prior written notice. The Corporation may relieve Employee of any or all of his duties and responsibilities at any time following the giving of any such notice and such action will in no event constitute a constructive termination under Section 4.3 or termination by Employee without Cause (provided, that Employee shall be entitled to continue to be compensated in accordance with this Agreement through the date of termination). Upon any termination of this Agreement by the Employee pursuant to this Section 4.5, the Employee shall have no right to compensation or bonus payments under Sections 7.1 or 7.2 or to participate in any employee benefit programs (other than amounts previously earned but not yet paid and such programs as the Corporation is, by law, required to allow his participation).

4.6          Termination by the Corporation Without Cause.

(a)           In the event of a termination of this Agreement by the Corporation without Cause (other than in connection with a Change of Control or within nine months following a Change of Control), subject to the provisions of Section 4.7, the Corporation shall pay to the Employee, as severance pay, an amount equal to one-half (0.5) times the

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Employee’s annual base salary, plus the Employee’s Target Bonus (as defined in Section 7.2) payable for the year in which the termination occurs. Such severance pay shall be paid by the Corporation to the Employee in equal installments in accordance with the Corporation’s nonnal payroll practices.

(b)             In the event of a termination of this Agreement by the Corporation without Cause in connection with a Change of Control or within nine months following a Change of Control, subject to the provisions of Section 4.7, the Corporation shall pay in a lump sum payment to the Employee, as severance pay, an amount equal to one-half (0.5) times the sum of the Employee’s annual base salary, plus an amount equal to the Employee’s Target Bonus payable for the year in which termination occurs.

(c)             In the event that this Agreement is terminated by the Corporation without Cause, the Employee shall have 90 days from the date of termination to exercise any vested Stock Options. In the event that Employee does not exercise all or a portion of his vested Stock Options, the Corporation shall, in exchange for the cancellation of such unexercised Stock Options and to the extent permissible under applicable law, issue to the Employee a number of shares of Common Stock equal to fifty percent (50%) of (i) the product of (1) the number of shares of Common Stock exercisable under such unexercised Stock Options multiplied by (2) the difference between the fair market value of one share of Common Stock on the date of issuance and the exercise price per share of Common Stock under the Stock Options, divided by (ii) the fair market value of one share of Common Stock on the date of issuance. For purposes of the foregoing, the fair market value of one share of Common Stock on the date of issuance shall be determined in good faith by the Board.

(d)           The Corporation agrees that if this Agreement is terminated by the Corporation or in the event of the death or Disability of the Employee, (i) the Employee will immediately receive additional compensation consisting of any and all accrued and unpaid vacation pay, back wages accrued and accrued sick pay; (ii) except in the event of a termination for Cause, the Employee shall be entitled keep possession of any Corporation provided laptop computer (and all accessories) provided that all Confidential Information shall be deleted from such computer immediately following any such termination (and the Corporation shall have the right to possession and operate such computer as shall be reasonably sufficient to confirm the deletion of such Confidential Information); (iii) except in the event of a termination for Cause, the Corporation will pay for the Employee’s health benefits under COBRA until employee becomes eligible for another employer’s health insurance or for six (6) months, whichever occurs first; and (iv) the Corporation will provide to the Employee outplacement services, with a film of the Employee’s discretion, at a cost not to exceed $15,000.

4.7           Release of the Corporation. As a condition to receiving the severance payments and benefits described herein, (1) Employee or, in the event of Employee’s death or Disability, Employee’s legal representative shall be required to execute and deliver to the Corporation a general release of all claims, including, but not limited to, claims for wrongful termination, for employment discrimination under Title VII of the Civil Rights Act of 1964, as amended, and claims under the Americans with Disabilities

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Act of 1990, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Civil Rights Act of 1866, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974 and any equivalent state, local and municipal laws, rules and regulations, he or his estate or legal representatives may have against the Corporation and its Subsidiaries and Affiliates, and the officers, directors, shareholders and agents of each of them, in each case in such form as may be reasonably requested by the Corporation and (2) Employee shall comply with any provisions of this Agreement or the Noncompete Agreement that survive such termination. The provisions of this Section 4.7 shall survive any termination of this Agreement.

ARTICLE V
DEVOTION OF THE EMPLOYEE’S TIME TO DUTIES

The parties agree that Employee will devote substantially full time during normal business hours (exclusive of periods of sickness and Disability and of such normal holiday and vacation periods as have been established by the Corporation) to the affairs of the Corporation; provided, however, that the Employee will be permitted to devote a limited amount of time, without payment therefore of salary and wages, to charitable or similar organizations and to such other businesses and/or investment activities as are not barred by the provisions of Article IX or the Noncompete Agreement and which do not interfere with the provision of services hereunder.

ARTICLE VI
OTHER COVENANTS OF EMPLOYEE

Business Opportunities. The Employee agrees to promptly present to the Corporation all potential opportunities for acquisitions, joint ventures and similar transactions in the cancer care radiation therapy sector, which are presented to the Employee during the Term as long as this Agreement is in effect.

ARTICLE VII
COMPENSATION AND EXPENSES

7.1         Salary. From the Effective Date through September 30, 2006, the Corporation shall pay the Employee an annual base salary in the amount of Employee’s base salary as of the Effective Date. Effective October 1, 2006, the Corporation shall pay the Employee an annual base salary of One Hundred Eighty-Five Thousand ($185,000) , which thereafter shall be reviewed by the Board or the Compensation Committee at the end of each fiscal year commencing with the fiscal year ending December 31, 2007. The Employee’s salary may also be increased from time to time in the discretion of the Board. The Corporation will pay the Employee his annual salary in equal installments no less frequently than semi-monthly.

7.2          Bonus. The Employee shall be eligible to earn an annual bonus as determined by the Compensation Committee or Board. The bonus will be based upon achievement of certain financial performance of the Corporation and other objectives

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established by the Compensation Committee or Board. The 2006 annual Bonus objectives are reflected on Exhibit A of this Agreement; provided, however, that when determining whether the EBITDA thresholds set forth on Exhibit A have been satisfied for 2006, EBITDA thresholds will be reasonably adjusted as determined by the Compensation Committee or Board to account for any acquisitions made by the Corporation after the date hereof. The Employee’s bonus for 2006 will be determined under the bonus program in place prior to the execution of this Agreement. For each year of the Term after 2006, the Corporation shall adopt an annual bonus program affording Employee an opportunity to earn bonuses equal to at least 50% of his annual base salary; provided, however, that the annual bonus plan for fiscal years subsequent to 2006 may contain additional or different performance criteria established by the Board or the Compensation Committee. For purposes of this Agreement, the Employee’s “Target Bonus” for any year means the maximum annual bonus payable to the Employee assuming 100% achievement of all performance criteria for such year, as set forth in Exhibit A for 2006 and as adopted by the Corporation pursuant to the immediately preceding sentence for subsequent years.

7.3           Options. On or as soon as reasonably practicable following the Effective Date, and as approved by the Compensation Committee or Board, the Employee will receive an option to purchase 193,394 shares of Common Stock, at an exercise price per share equal to the fair market value of one share of Common Stock at the date of grant, which shall not be higher than the price of $3.50 per share (the “Initial Common Stock Price”), pursuant to the terms of Holdings’ Equity Incentive Plan (the “Stock Options”). Two-thirds of the Stock Options shall vest over four (4) years at the rate of 1/48 per month and one-third of the Stock Options (the “Performance Vesting Options”) shall vest as follows: 100% of the Performance Vesting Options shall vest upon the completion of a Change of Control (a) completed after the Effective Date and prior to the two-year anniversary of the Effective Date in which the consideration for each share of Common Stock is at least equal to 200% of the Initial Common Stock Price, (b) completed on or after the two-year anniversary of the Effective Date and prior to the three-year anniversary of the Effective Date in which the consideration for each share of Common Stock is at least equal to 225% of the Initial Common Stock Price, (c) completed on or after the three-year anniversary of the Effective Date and prior to the four-year anniversary of the Effective Date in which the consideration for each share of Common Stock is at least equal to 250% of the Initial Common Stock Price, or (d) completed on or after the four-year anniversary of the Effective Date in which the consideration for each share of Common Stock is at least equal to 300% of the Initial Common Stock Price. The Stock Options shall expire one hundred and twenty (120) months from the date of grant.

7.4           Expenses. It is understood and agreed that the services required of the Employee by the Corporation will require the Employee to incur entertainment, travel and other expenses on behalf of the Corporation. The Corporation will reimburse or advance funds to the Employee for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Employee properly accounts for such expenses to the Corporation in accordance with the Corporation’s practices. Such reimbursement or advances will be

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made in accordance with policies and procedures of the Corporation in effect from time to time relating to reimbursement of our advances to executive officers.

7.5          Vacation. For each twelve (12) month period during the Term, the Employee will be entitled to four (4) weeks of vacation without loss of compensation or other benefits to which he is entitled under this Agreement (pro-rated as necessary for partial calendar years during the Term), to be taken at such times as the Employee may select and the affairs of the Corporation may permit.

7.6         Employee Benefit Programs. Without any reduction in the compensation to which the Employee is entitled under the provisions of Sections 7.1 and 7.2 (other than voluntary payment of Employee’s share of premiums or plan contributions), during the Term the Employee will be entitled to participate in any health insurance, disability, sick leave, pension insurance or other employee benefit plan that is maintained at that time by the Corporation for its executive officers including programs of life and medical insurance for his family and reimbursement of membership fees in industry related professional organizations. During the Term, the Corporation shall maintain a policy of directors and officers’ liability insurance with policy limits and terms appropriate for the Corporation’s size and business activities, and shall ensure that the Employee is covered by such policy.

7.7         Automobile & Life Insurance. The Corporation shall provide the Employee with an after-tax automobile and life insurance allowance of $750 per month.

7.8         Relocation Costs. The Employee shall be provided with the appropriate office space, secretarial and clerical support located at the Corporation’s headquarters in Orange County, California, and at the Corporation’s cost. The Corporation agrees that any change in the Corporation’s headquarters greater than 30 miles from its existing location as of the Effective Date, and without the Employee’s consent, constitutes an immediate constructive termination and entitles the employee to severance under Section 4.6. Otherwise, with respect to any relocation approved of by the Employee, the Corporation and Employee acknowledge and agree that if the Employee is being required to relocate, the Corporation agrees to pay all reasonable relocation expenses of the Employee. The Corporation agrees that upon presentation of documentation of such reasonable relocation expenses, that the Employee will be reimbursed in full within fifteen (15) days. For purposes of this section, reasonable relocation expenses shall include: (a) airfare for his entire immediate family for one trip from the existing home location to the relocated home location; (b) all reasonable closing costs related to the sale of the Employee’s residence, including broker commissions, title costs, tax stamps, document fees; and (c) reasonable moving and shipping costs for furniture and autos.

7.9         Continuing Education. The Employee shall be entitled to continuing education seminars at the Corporation’s expense. The Corporation will reimburse the Employee for pre-approved and properly-documented continuing education seminars expenses to a maximum of $5,000 per year.

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ARTICLE VIII
COVENANT OF CONFIDENTIALITY

The Employee acknowledges that during his employment he will learn and will have access to Confidential Information regarding the Corporation and its Affiliates. All records, files, materials and Confidential Information (excluding personal items obtained by the Employee in the course of his employment with the Corporation and that do not contain Confidential Information) are confidential and proprietary and shall remain the exclusive property of the Corporation or its Affiliates, as the case may be. The Employee will not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any Person or entity with which he may be associated or disclose any such Confidential Information to any Person for any reason or purpose whatsoever without the prior written consent of the Board unless such Confidential Information previously shall have become public knowledge through no action by or omission of the Employee.

ARTICLE IX
COVENANT NOT TO COMPETE

9.1         Covenant. Without limitation to any fiduciary or other legal responsibilities that Employee may have to the Corporation, the Employee agrees that he will not, for as long as he is an Employee of the Corporation directly or indirectly carry on, be engaged in, own, operate, control or participate in the ownership, management, operation or control of or have any financial interest in or otherwise be connected with, any Person, or business (whether as an employee, officer, director, agent, security holder, creditor, consultant, or otherwise) that is or may be engaged in any business activity that is the same as, similar to, or competitive (directly or indirectly) with any radiation oncology business engaged in by the Corporation and/or its Affiliates. Notwithstanding the foregoing, nothing herein shall be deemed or construed to, or shall bar or preclude the Employee from acquiring directly or indirectly not more than five percent (5%) of the securities, by value or voting power, in any publicly-traded company that engages in any activity competitive with any activity engaged in by the Corporation and/or any of its Affiliates.

9.2         Non-Solicitation. The Employee hereby agrees that during the term of his employment with the Corporation and for a period of twelve (12) months following the termination of his employment, without the prior written consent of the Corporation, he shall not, on his own behalf or on behalf of any Person, directly or indirectly, hire or solicit the employment of any employee who has been employed by the Corporation and/or any of its Affiliates at any time during the six (6) months immediately preceding such date of hiring or solicitation.

9.3         Severability. The parties hereto agree that the covenants of non-competition contained herein are reasonable covenants under the circumstances. The parties intend that the covenant contained in Section 9.1 be construed as a series of separate covenants, one for each city, county, state, territory, possession or federal district of the United Sates covered by the covenant. Except for geographic coverage, each

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separate covenant will be considered identical in terms to the covenant contained in Section 9.1. If, in any judicial proceeding, a court refuses to enforce any of the separate covenants described in this Section 9.3, the unenforceable covenant will be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. The Employee agrees that any breach of the covenants contained in this Article IX would irreparably injure the Corporation. Accordingly, the Employee agrees that the Corporation, in addition to pursuing any other remedies it may have at law or in equity, shall be entitled to obtain an injunction against him from any court having jurisdiction over the matter, restraining any further violation of this Article IX and/or withhold any further payments due to the Employee.

9.4          Conflict with Noncompete Agreement. In the event of any conflict between the provisions of this Article IX and the provisions of the Noncompete Agreement, the provisions of the Noncompete Agreement shall control.

ARTICLE X
ASSIGNABILITY

The rights and obligations of the Corporation under this Agreement shall inure to the benefit of and be binding upon the successors or assigns of the Corporation. The Employee’s obligations hereunder may not be assigned or alienated and any attempt to do so by him will be void.

ARTICLE XI
MISCELLANEOUS PROVISIONS

11.1        Severance of Provision. If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

11.2        Notice and Address. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar receipted delivery, if mailed, postage prepaid, by certified mail return receipt requested (and in each case notice shall be deemed delivered and effective upon receipt thereof by the recipient), as follows:

To the Employee:	William L. Pegler
	14313 Breezeway Place
	San Diego, CA 92128

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To the Corporation:	General Counsel
	OnCURE Medical Corp
	610 Newport Center Drive, Suite 350 Newport, California 92660

Or any current address if different from above, or to such other address as either of them, by notice to the other may designate from time to time.

11.3        Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

11.4        Arbitration of Disputes. In the event of any controversy or claim, whether based on contract, tort, statute, or other legal or equitable theory (including but not limited to any claim of fraud, misrepresentation, or fraudulent inducement) arising out of or related to this agreement, or any subsequent agreement between the parties (“dispute”) and if the dispute cannot be resolved by negotiation, the parties agree to submit the dispute to arbitration pursuant to this section and the then-current rules and supervision of the American Arbitration Association. The arbitration shall be held in Orange County, California at the office of the American Arbitration Association. Notwithstanding anything to the contrary herein, any party may seek injunctive relief for any breach or threatened breach of this Agreement or any provision of this Agreement from any court of competent jurisdiction.

11.5        Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof and any action or proceeding including that in arbitration as provided for in Section 11.4 of this Agreement, is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to an award by the court or arbitrator, as appropriate, of reasonable attorney’s fees, costs and expenses.

11.6        No Violations. The Employee hereby represents and warrants to the Corporation that the execution, delivery and performance of this Agreement does not violate or conflict with the terms of any other agreement to which the Employee is a party.

11.7        Withholdings. All payments to the Employee under this Agreement shall be reduced by all applicable withholding required by federal, state or local law.

11.8        Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations.

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11.9        Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.

11.10      Code Section 280G. The foregoing notwithstanding, to the extent that the total amounts payable to Employee under this Agreement or any other plan or agreement would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (as determined in good faith by the Corporation’s public accountants) then amounts payable under Section 4.6 shall be reduced to the extent necessary to avoid any such amounts constituting an excess parachute payment.

11.11      Code Section 409A. In the event that the Common Stock of the Corporation or Holdings becomes publicly-traded and in the event that any payments to Employee under Section 4.6 constitute non-qualified deferred compensation subject to Code Section 409A, then the Corporation may delay payment of such amounts until the date that is 6 months and one day after the Employee’s termination of employment, to the extent required to comply with Code Section 409A.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Employee and the Corporation have executed this Agreement as of this IgT” day of August, 2006.

THE CORPORATION
OnCURE Medical Corp.
By:	/s/ Richard N. Zehner
Richard N. Zehner
Chief Executive Officer
THE EMPLOYEE
Name: William L. Pegler

[Signature Page to Employment Agreement — William L. Pegler]

IN WITNESS WHEREOF, the Employee and the Corporation have executed this Agreement as of 18th day of August, 2006.

THE CORPORATION

OnCURE Medical Corp.

By:

Richard N. Zehner

Chief Executive Officer

[Signature Page to Employment Agreement — William L. Pegler]

EXHIBIT A

(SEE ATTACHED)

EX-10.6

Exhibit 10.6

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This first amendment (the “Amendment”) to the Employment Agreement by and between Oncure Medical Corp. (the “Corporation”) and William L. Pegler (the “Employee”), dated as of December 17, 2008, is hereby made and entered into effective as of December 17, 2008, by and between the Corporation and the Employee.

WHEREAS, the Corporation and the Employee entered into the Employment Agreement dated as of August 18, 2006 (the “Agreement”); and

WHEREAS, the Corporation and the Employee desire to amend the Agreement to conform the Agreement to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and Internal Revenue Service guidance thereunder.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties set forth in this Amendment, and other good and valuable consideration, the parties hereto, intending to be legally bound, agree as follows:

1.             Section 11.11 of the Agreement is hereby amended in its entirety to read as follows:

11.11.             Compliance with Section 409A of the Internal Revenue Code.

(a)   All payments of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code (together with Department of Treasury regulations and other official guidance issued thereunder, “Section 409A”)) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith.  No party individually or in combination with any other may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A.

(b)   Unless otherwise expressly provided, any payment of compensation by the Corporation to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (2½ months) after the end of the later of the calendar year or the Corporation’s fiscal year in which the Employee’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A).  Such amounts shall not be aggregated with any other payments and shall not be subject to the requirements of subsection (d) below applicable to “nonqualified deferred compensation.”

(c)  Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Employee’s termination of employment, all references to the Employee’s termination of employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a

1

“Separation from Service”), and the Employee shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service with respect to the Employee.  If this Section 11.11(c) applies, such payments or benefits that are subject to Section 409A shall be paid (or, in the event of any installment payments, shall commence to be paid) on the date that the Corporation determines within sixty (60) days following the date of the Employee’s Separation from Service.

(d)   Notwithstanding anything in Section 11.11(c) to the contrary, if the Employee is a “specified employee” on the date of the Employee’s Separation from Service, any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) shall be delayed in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, and any such delayed payment shall be paid to the Employee in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service, or (ii) the Employee’s death.  To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A.

(e)   Section 11.11(d) above shall not apply to that portion of any amounts payable upon a Separation from Service which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Employee’s annualized compensation from the Corporation for the calendar year immediately preceding the calendar year during which the Separation from Service occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code for the calendar year during which the Separation from Service occurs.

(f)    With respect to any continuation healthcare coverage provided under the Agreement, if during the period of continuation coverage, any plan pursuant to which such benefits are provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to the Employee as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period.

(g)   With respect to any reimbursements or in-kind benefits, such reimbursements or benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the following:  (i) in no event shall such benefits or reimbursements be provided later than the last day of the Employee’s taxable year following the taxable year in which the expense was incurred or obligation arose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year of the Employee, and (iii) the right to reimbursements or in-kind benefits is not subject to liquidation or exchange for another benefit.

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(h)   For purposes of this Agreement any installment payments made on separate dates shall be treated as a series of separate and distinct payments for purposes of Section 409A.

(i)    If the parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, the Employee and the Corporation agree to amend this Agreement, or take such other actions as the Employee and the Corporation deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to the Employee under this Agreement.  If any provision of the Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.  Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

2.             The Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with the terms and conditions thereof.  This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.

Oncure Medical Corp.

By:

Name:

Title:

Employee

/s/ William L. Pegler

Name: William L. Pegler

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EX-10.7

Exhibit 10.7

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 1st day of March, 2009 (the “Amendment Effective Date”) with reference to that certain Employment Agreement (the “Agreement”) dated August 18, 2006, by and between Oncure Medical Corp. (the “Corporation”) and William L. Pegler (the “Employee”).

RECITALS

A.            The Employee serves as Senior Vice President and Chief Operating Officer of the Corporation.

B.            Section 7.1 of the Agreement provides that the Corporation shall pay the Employee an annual base salary of $185,200, which thereafter shall be reviewed by the Board or the Compensation Committee at the end of each fiscal year.

C.            Section 4.3 of the Agreement provides that in the event specified items occur, including, but not limited to, a decrease in the Employee’s base salary by the Corporation, such events shall constitute a constructive termination and the Employee may elect to deem his employment terminated by the Corporation without Cause.

D.            The Employee and the Corporation desire to amend the Agreement as set forth herein to provide for a temporary reduction in the Employee’s base salary along with a waiver by the Employee of any claim against the Corporation related to constructive termination under the Agreement with respect to the temporary reduction in the Employee’s base salary.

E.             Terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and undertakings hereunder and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto do hereby agree as follows:

1.Amendment.  The Agreement shall be amended as follows:

Section 7.1            “Salary”, is amended by adding the following new sentences:

“Notwithstanding the foregoing, from the Amendment Effective Date through December 31, 2009 the Corporation shall pay the Employee an annual base salary of $207,020 (the “Temporary Reduction”).  Effective January 1, 2010, the Corporation shall pay the Employee an annual base salary equal to the annual base salary in effect immediately prior to the Amendment Effective Date.  The Compensation Committee shall review the Corporation’s performance on a quarterly basis during 2009 and reinstate the base salary in effect immediately prior to the Amendment Effective Date, if appropriate.”

Section 4.6            “Termination by the Corporation Without Cause”, is amended by adding new subsections (e) and (f):

“(e)         The Employee hereby consents to the Temporary Reduction in base salary and fully releases the Corporation from any claim of constructive discharge and/or termination without Cause under the Agreement based upon the temporary reduction in base salary.

(f)            In the event the Employee is terminated without Cause on or after the Amendment Effective Date through December 31, 2009, the severance pay due to the Employee under this Section 4.6 shall be based upon the Employee’s annual base salary immediately in effect prior to the Amendment Effective Date.”

2.             General Provisions.

2.1.          Reference to and Effect on the Agreement.  This Amendment modifies the Agreement to the extent set forth herein, is hereby incorporated by reference into the Agreement and made a part thereof.  Except as specifically amended by this Amendment or prior amendments, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.  The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties to the Agreement.

2.2.          Governing Law.  This Amendment and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations.

2.3.          Captions.  The captions or headings in this Amendment are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Amendment.

2.4.          Severability.  The provisions of this Amendment shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Amendment shall be effective and binding upon the parties.

2.5.          Counterparts.  This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.  Delivery of a copy of this Amendment bearing an original signature by facsimile transmission or by electronic mail in “portable document format” shall have the same effect as physical delivery of the paper document bearing the original signature.

2.6.          Parties in Interest.  Nothing expressed or implied in this Amendment is intended or shall be construed to confer upon or give to any Person other than the parties hereto any rights or remedies under or by reason of this Amendment or any transaction contemplated hereby.

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2.7.          No Prejudice.  This Amendment has been jointly prepared by the parties hereto and the terms hereof shall not be construed in favor of or against any party on account of its participation in such preparation.

IN WITNESS WHEREOF, the parties hereby execute this Amendment as of the Effective Date.

ONCURE MEDICAL CORP.
By:		/s/ David S. Chernow
Name:		David S. Chernow
Title:		President and CEO
EMPLOYEE
By:	/s/ William L. Pegler
Name: William L. Pegler

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EX-10.8

Exhibit 10.8

AGREEMENT NOT TO COMPETE

THIS AGREEMENT NOT TO COMPETE (this “Agreement”) is made and entered into as of August 18, 2006, by and between OnCure Holdings, Inc., a Delaware corporation (“Parent”), and Shyam Paryani (the “Seller”).

RECITALS:

A.            Parent, OnCure Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Sub”), Seller, OnCure Medical Corp., a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), and certain other parties have entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 5, 2006, pursuant to which Merger Sub will merge with and into the Company such that Company shall become a wholly owned subsidiary of Parent (the “Merger”).

B.            Seller is a stockholder of the Company and will receive personally material financial benefits upon the completion of the transactions contemplated by the Merger Agreement.

C.            This Agreement is a material inducement to Parent’s entering into the Merger Agreement, and Parent has relied upon this Agreement in consummating the Merger and the other transactions contemplated under the Merger Agreement.

D.            Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meanings as set forth in the Merger Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises, the mutual promises hereinafter set forth, and other good and valuable consideration received, the parties hereto agree as follows:

1.             Agreement Not to Compete.

Except as may otherwise be provided in this Section 1, during the Noncompetition Period (as hereinafter defined), Seller shall not in any manner, directly or indirectly, including through entities controlled by Seller, within the Territory (as hereinafter defined), (a) engage or participate in the business of operating and managing outpatient facilities that provide radiation therapy, medical oncology and related oncology services and providing physician practice management services for medical and radiation oncologists (collectively, the “Business”) or perform services for third parties that are competitive with the Business (“Competitive Services”), or (b) own or operate any business that engages or participates in the Business or that performs Competitive Services.  Seller shall be deemed to be engaged in the Business or performing Competitive Services if Seller shall engage in such business or perform such services directly or indirectly, whether for Seller’s own account or for that of another person, firm or corporation, or whether as stockholder, principal, partner, member, agent, investor, proprietor, director, officer, employee or consultant or in any other capacity, except as a consultant or

employee to Parent or any parent, subsidiary or other Affiliate of Parent (including, without limitation, the Company).  The covenants contained in this Section 1 shall not apply to Seller’s provision of professional medical services or to his ownership, management, administration or operation of those professional medical practices, cancer centers, and affiliates listed on Schedule A attached hereto, including all successor entities thereto.  For purposes of this Agreement, the term “Territory” shall mean the United States, provided that by resolution adopted by the Board of Directors, the Company may by written consent (not to be unreasonably withheld) exclude from the Territory any state or states other than California, Florida, Georgia and Arizona.  For the purposes of this Agreement, the term “Noncompetition Period” shall mean the period beginning at the Effective Time and ending upon the later to occur of (x) the second anniversary of the Effective Time and (y) two years after the termination of Seller’s service on the Board of Directors and Medical Advisory Board of the Company.  Notwithstanding the foregoing provisions of this Section 1, the prohibitions of this Section 1 shall not be deemed to prevent Seller from owning 2% or less of any class of equity securities of an entity that has a class of equity securities registered under Section 12 of the Exchange Act.

2.             Confidential Information; Non-Solicitation.

(a)           Seller acknowledges that Seller has occupied a position of trust and confidence with the Company prior to the date hereof and has become familiar with the following, any and all of which constitute confidential information relating to the Company (collectively, the “Confidential Information”): (i) any and all trade secrets concerning the business and affairs of the Company, specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, physician and patient lists, physician and patient information databases, mailing lists, current and anticipated physician and patient requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and data-base technologies, systems, structures and architectures and related processes, formulae, compositions, improvements, devises, know-how, inventions, discoveries, concepts, ideas, designs, methods and information of the Company and any other information, however documented, of the Company or related to the Company that is a trade secret; (ii) any and all information concerning the business and affairs of the Company and the operation of the Business (which includes historical financial statements, financial projections and budgets, historical and projected sales and/or revenues, capital spending budgets and plans, the names and backgrounds of key personnel, the names and backgrounds of acquisition targets, personnel training and techniques and materials), however documented; and (iii) any and all notes, analyses, compilations, studies, summaries, and other material prepared by or for the Company containing or based, in whole or in part, on any information included in the foregoing. For purposes of this Agreement, however, Confidential Information shall not include any of the foregoing that is or becomes generally known to and available for use by the public other than as a result of Seller’s fault or the fault of any other Person bound by a duty of confidentiality to Parent.

(b)           Seller acknowledges and agrees that all Confidential Information known or obtained by Seller, as of the date hereof, is the sole property of the Company.  Therefore, Seller agrees that Seller will not, at any time, disclose to any unauthorized Persons or use for Seller’s own account or the account of any affiliate of the Seller or for the benefit of any third

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party any Confidential Information, whether Seller has such information in Seller’s memory or embodied in writing or other physical form, without Parent’s prior written consent (which it may grant or withhold in its sole discretion). If requested by Parent, Seller agrees to deliver to Parent at the time of execution of this Agreement, and at any other time Parent may request, all documents, memoranda, notes, plans, records, reports and other documentation, models, components, devices or computer software, whether embodied in physical, electronic or other form (and all copies of all of the foregoing), relating to the businesses, operations or affairs of the Company or the operation of the Business and any other Confidential Information that Seller may then possess or have under Seller’s control; provided however, that Seller’s covenants contained in this Section 2 shall not apply to any disclosures or uses by Seller of Confidential Information (i) in the ordinary course of Seller’s examination and treatment of patients as a part of his professional medical practice or (ii) in connection with Seller’s ownership, management, administration or operation of those professional medical practices, cancer centers and affiliates listed in Schedule A attached hereto, including all successor entities thereto.

(c)           In the event that Seller is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Seller will promptly notify Parent of such requirement so that Parent may seek an appropriate protective order or waive compliance with the provisions of this Agreement, and/or take any other mutually agreed action.  If, in the absence of a protective order or the receipt of a waiver hereunder, Seller is, in the opinion of Seller’s counsel, legally compelled to disclose information or else stand liable for contempt or suffer other censure or significant penalty, Seller may disclose that portion of the requested information which Seller’s counsel advises Seller that Seller is compelled to disclose.  In any event, Seller will furnish only that portion of the information which is legally required and will exercise Seller’s best efforts to obtain reliable assurance that confidential treatment will be accorded the information.  In addition, Seller will not oppose action by Parent to obtain an appropriate protective order or other reliable assurance that such confidential treatment will be so accorded.

(d)           During the Noncompetition Period, Seller agrees not to, directly or indirectly, solicit the employment or hire any employee of Parent or any parent, subsidiary or affiliate of Parent (including, without limitation, the Company), it being understood that the provisions of this Section 2(d) shall not prohibit Seller from conducting general employment searches not targeting employees of Parent or any parent, subsidiary or affiliate of Parent (including, without limitation, the Company).

3.             Remedies.

(a)                         The necessity of protection against the competition of Seller and the nature and scope of such protection has been carefully considered and agreed upon by the parties hereto.  Seller acknowledges that the nature of the Business is highly competitive, that one of the most valuable assets of the Company is its goodwill in the marketplace and among its customers, which Seller helped to develop and maintain in the course of Seller’s service to the Company, and that Parent, in consummating the Merger and entering into the transactions contemplated by the Merger Agreement, has relied on the fact that it will acquire the goodwill of the Company and therefore on Seller’s willingness to restrict Seller’s ability to compete with Parent or any current or future affiliate of Parent in the conduct of the Business.  Seller and Parent hereby

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agree and acknowledge that the duration, scope and geographic area applicable to the restrictions set forth in this Agreement are fair, reasonable and necessary.

(b)                         Seller acknowledges that the consideration provided for in Section 5 hereof is sufficient and adequate to compensate Seller for agreeing to the restrictions contained in this Agreement and that such restrictions will not cause Seller undue hardship.  If, however, any court or arbitrator of competent jurisdiction determines that the foregoing restrictions are unreasonable and for that reason unenforceable, such restrictions shall be modified, rewritten or interpreted to include as much of their nature and scope as will render them enforceable.  Seller and Parent agree that a monetary remedy for a breach of this Agreement will be inadequate and will be impracticable and extremely difficult to prove, and further agree that such a breach would cause Parent irreparable harm, and that Parent, in addition to any and all other remedies available to it at law or in equity, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages.  Seller agrees that Parent shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith.  Any such requirement of bond or undertaking is hereby waived by Seller, and Seller acknowledges that in the absence of such a waiver, a bond or undertaking might be required by the court.

4.             Seller Representation.

The Seller hereby represents and warrants to the Parent that (a) the execution, delivery and performance of this Agreement by the Seller do not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Seller is a party or any judgment, order or decree to which the Seller is subject, (b) the Seller has full authority to execute, deliver and be bound by the terms of this Agreement, and (c) upon the execution and delivery of this Agreement by the Company and the Seller, this Agreement will be a valid and binding obligation of the Seller, enforceable in accordance with its terms.

5.             Consideration.

Seller hereby acknowledges that as consideration for Seller’s covenants set forth in Section 1 and Section 2 of this Agreement, Parent has entered into the Merger Agreement and would not have done so but for the agreement of Seller to enter into this Agreement.

6.             Notices.

All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt) provided that a copy is mailed by a nationally recognized overnight delivery service (e.g., Federal Express) or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service, in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):

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If to Parent:

OnCure Holdings, Inc.

c/o Genstar Capital, L.P.

Four Embarcadero Center, Suite 1900

San Francisco, California 94111-4191

Attention:                Robert J. Weltman

Facsimile:               (415) 834-2383

With a copy to:

Latham & Watkins LLP

505 Montgomery Street

San Francisco, California  94111-2562

Attention:                Scott R. Haber and William C. Davisson

Facsimile:               (415) 395-8095

If to Seller, to the address set forth below Seller’s name on the signature page to this Agreement.

7.             Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.             Headings.

The headings herein are for convenience only, and shall not be deemed to limit or affect the interpretation or effect any of the provisions hereof.

9.             Entire Understanding.

This Agreement and the other agreements and instruments incorporated herein constitute the entire agreement and understanding between the parties, and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.

10.           Amendments; Termination.

This Agreement may not be modified or changed except by written instrument signed by each of the parties hereto.

11.           Governing Law; Dispute Resolution; Waiver of Jury Trial; Service of Process; Consent to Jurisdiction.

(a)                         The execution, performance and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to that State’s choice of law rules.

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(b)                         Any claim or dispute arising out of or related to this Agreement, the interpretation, making performance, breach or termination thereof, shall be finally and exclusively settled by binding arbitration to be held in the State of Delaware, County of New Castle.  The arbitration shall be made in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association and such arbitration shall be conducted by an arbitrator chosen by mutual agreement of Parent and Seller; failing such agreement, the arbitration shall be conducted, by three independent arbitrators, one chosen by Parent, one chosen by the Seller, and such two arbitrators shall mutually select a third arbitrator, with any decision of two such arbitrators shall be binding.  The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted in the State of Delaware, County of New Castle to resolve the dispute.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The parties expressly waive all rights whatsoever to file an appeal against or otherwise to challenge any award by the arbitrator(s) hereunder, provided that the foregoing shall not limit the rights of either party to bring a proceeding in any applicable jurisdiction to conform, enforce or enter judgment upon such award (and the rights of the other party, if such proceeding is brought, to contest such confirmation, enforcement or entry of judgment).

(c)                         EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) SUCH PARTY MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(d).

12.           Construction.

Whenever in this Agreement the context so requires, references to the masculine shall be deemed to include feminine and the neuter, references to the neuter shall be deemed to include the masculine and feminine, and references to the plural shall be deemed to include the singular and the singular to include the plural.

13.           Cooperation.

Each party hereto shall cooperate with the other party and shall take such further action and shall execute and deliver such further documents as may be necessary or desirable in order to carry out the provisions and purposes of this Agreement.

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14.           Waiver.

Seller or Parent may, by written notice to the other:  (a) waive any inaccuracies in the representations or warranties of the other party contained in this Agreement or in any document delivered pursuant to this Agreement; (b) waive compliance with any of the covenants of the other party contained in this Agreement; or (c) waive or modify performance of any of the obligations of the other party.  No action taken pursuant to this Agreement shall be deemed to constitute a waiver by the party taking such action, possessing such knowledge or performing such investigation of compliance with the representations, warranties, covenants and agreements contained herein.  The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be constituted as a waiver of any subsequent breach.  The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or any such term, covenant or condition.

15.           Full Understanding; Negotiation of Agreement.

(a)           Seller represents that Seller has carefully read and fully understands all of the provisions of this Agreement, that Seller is competent to execute this Agreement, that Seller’s agreement to execute and deliver this Agreement has not been obtained by any duress and that Seller freely and voluntarily enters into it, and that Seller has read this Agreement in its entirety and fully understands the meaning, intent and consequences of this Agreement.

(b)           Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice, or has had the opportunity to be represented by independent counsel of its own choosing, and that to the extent, if any, that it desired, each party hereto availed itself of this right and opportunity throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the consent and upon the advice of said independent counsel.  Each party hereto and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation.  Accordingly, any rule of law, or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it, is of no application and is hereby expressly waived.  The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties and this Agreement.

16.           Parties in Interest; Assignment.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors, assigns, heirs and/or personal representatives, except that neither this Agreement nor any interest herein shall be assigned or assignable by operation of law or otherwise by Seller without the prior written consent of Parent.  Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties and their

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respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

17.           Severability.

In the event that, notwithstanding the express, carefully considered, agreement of Parent and Seller set forth herein, any provision of this Agreement shall be deemed invalid, unenforceable or illegal, or if the period during which this Agreement is to remain effective is found to exceed the legally permissible period, then notwithstanding such invalidity, unenforceability or illegality the remainder of this Agreement shall continue in full force and effect during the maximum period legally permissible (subject to any reformation of terms as provided for in Section 3).

18.           Attorneys’ Fees.

If any party to this Agreement brings an action to enforce its rights under this Agreement in accordance with the provisions hereof (including, without limitation, rights under Section 11 hereof), the prevailing party shall be entitled to recover its actual out-of-pocket costs and expenses, including without limitation attorneys’ fees and court costs reasonably incurred in connection with such action, including any appeal of such action.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement Not to Compete as of the date first written above.

PARENT:
ONCURE HOLDINGS, INC.
By:	/s/ Robert J. Weltman
Name:		Robert J. Weltman
Title:		President and Chief Executive Officer
SELLER:
/s/ Shyam Paryani
Name:			Shyam Paryani
Address:

[Signature Page to Agreement Not to Compete — Shyam Paryani]

SCHEDULE A

PROFESSIONAL MEDICAL PRACTICES AND AFFILIATES

1.Integrated Community Oncology Network, LLC (“ICON”), a professional medical practice, including but not limited to (i) its medical oncology division, a/k/a Florida Oncology Associates (“FOA”) and (ii) its radiation oncology division, a/k/a Florida Radiation Oncology Group (“FROG”) and Georgia Radiation Oncology Group (“GROG”), at the practice locations listed below, or such substituted or additional practice locations as may be established in the future:

Baptist Medical Center	Orange Park Cancer Center
Edna Williams Cancer Treatment Center	2161 Kingsley Avenue
1235 San Marco Boulevard	Orange Park, Florida 32073
Jacksonville, Florida 32207
Baptist Medical Center South	Flagler Cancer Center
14546 St. Augustine Road	300 Health Park Boulevard
Jacksonville, Florida 32258	St. Augustine, Florida 32086
Florida Cancer Center	Cancer Center of Putnam
3599 University Boulevard South, Suite 1500	600 Zeagler Drive
Jacksonville, Florida 32216	Palatka, Florida 32177
Southside Cancer Center	Florida Cancer Center — Beaches
5742 Booth Road	1375 Roberts Drive, Suite 100
Jacksonville, Florida 32207	Jacksonville Beach, Florida 32250
Southeast Georgia Regional Cancer Center
2600 Wildwood Drive
Brunswick, Georgia 31520

2.Florida Radiation Oncology Group, a Florida general partnership, and the radiation oncology division of ICON

3.Georgia Radiation Oncology Group, a Georgia general partnership, and the radiation oncology division of ICON

4.Shyam B. Paryani, M.D., P.A., an individual Florida professional services corporation

5.PET/CT Center of North Florida, LLC

6.Cyclotron Center of North Florida, LLC

7.All entities whose primary purpose is to purchase and sell, own, lease, manage and administer real property or medical office space, including but not limited to Second

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City Landowners, Sixth City Landowners, Eighth City Landowners, and Ninth City Landowners, each Florida general partnerships

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EX-10.9

Exhibit 10.9

AGREEMENT NOT TO COMPETE

THIS AGREEMENT NOT TO COMPETE (this “Agreement”) is made and entered into as of August 18, 2006, by and between OnCure Holdings, Inc., a Delaware corporation (“Parent”), and Russell D. Phillips, Jr. (the “Seller”).

RECITALS:

A.            Parent, OnCure Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Sub”), Seller, OnCure Medical Corp., a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), and certain other parties have entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 5, 2006, pursuant to which Merger Sub will merge with and into the Company such that Company shall become a wholly owned subsidiary of Parent (the “Merger”).

B.            Seller is a stockholder of the Company and will receive personally material financial benefits upon the completion of the transactions contemplated by the Merger Agreement.

C.            This Agreement is a material inducement to Parent’s entering into the Merger Agreement, and Parent has relied upon this Agreement in consummating the Merger and the other transactions contemplated under the Merger Agreement.

D.            Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meanings as set forth in the Merger Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises, the mutual promises hereinafter set forth, and other good and valuable consideration received, the parties hereto agree as follows:

1.             Agreement Not to Compete.

During the Noncompetition Period (as hereinafter defined), Seller shall not in any manner, directly or indirectly, including through entities controlled by Seller, within the Territory (as hereinafter defined), (a) engage or participate in the business of operating and managing outpatient facilities that provide radiation therapy, medical oncology and related oncology services and providing physician practice management services for medical and radiation oncologists (collectively, the “Business”) or perform services for third parties that are competitive with the Business (“Competitive Services”), or (b) own or operate any business that engages or participates in the Business or that performs Competitive Services.  Seller shall be deemed to be engaged in the Business or performing Competitive Services if Seller shall engage in such business or perform such services directly or indirectly, whether for Seller’s own account or for that of another person, firm or corporation, or whether as stockholder, principal, partner, member, agent, investor, proprietor, director, officer, employee or consultant or in any other capacity, except as a consultant or employee to Parent or any parent, subsidiary or other Affiliate

of Parent (including, without limitation, the Company).  For purposes of this Agreement, the term “Territory” shall mean the United States, provided that by resolution adopted by the Board of Directors the Company may by written consent (not to be unreasonably withheld) exclude from the Territory any state or states other than California, Florida, Georgia and Arizona.  For the purposes of this Agreement, the term “Noncompetition Period” shall mean the period beginning at the Effective Time and ending upon the later to occur of (x) the second anniversary of the Effective Time and (y) one year after the termination of Seller’s employment with Parent, the Company or any Affiliate of the Parent or the Company, whether present or future.  Notwithstanding the foregoing provisions of this Section 1, the prohibitions of this Section 1 shall not be deemed to prevent Seller from owning 2% or less of any class of equity securities of an entity that has a class of equity securities registered under Section 12 of the Exchange Act.

2.             Confidential Information; Non-Solicitation.

(a)           Seller acknowledges that Seller has occupied a position of trust and confidence with the Company prior to the date hereof and has become familiar with the following, any and all of which constitute confidential information relating to the Company (collectively, the “Confidential Information”): (i) any and all trade secrets concerning the business and affairs of the Company, specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, physician and patient lists, physician and patient information databases, mailing lists, current and anticipated physician and patient requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and data-base technologies, systems, structures and architectures and related processes, formulae, compositions, improvements, devises, know-how, inventions, discoveries, concepts, ideas, designs, methods and information of the Company and any other information, however documented, of the Company or related to the Company that is a trade secret; (ii) any and all information concerning the business and affairs of the Company and the operation of the Business (which includes historical financial statements, financial projections and budgets, historical and projected sales and/or revenues, capital spending budgets and plans, the names and backgrounds of key personnel, the names and backgrounds of acquisition targets, personnel training and techniques and materials), however documented; and (iii) any and all notes, analyses, compilations, studies, summaries, and other material prepared by or for the Company containing or based, in whole or in part, on any information included in the foregoing. For purposes of this Agreement, however, Confidential Information shall not include any of the foregoing that is or becomes generally known to and available for use by the public other than as a result of Seller’s fault or the fault of any other Person bound by a duty of confidentiality to Parent.

(b)           Seller acknowledges and agrees that all Confidential Information known or obtained by Seller, as of the date hereof, is the sole property of the Company.  Therefore, Seller agrees that Seller will not, at any time, disclose to any unauthorized Persons or use for Seller’s own account or the account of any affiliate of the Seller or for the benefit of any third party any Confidential Information, whether Seller has such information in Seller’s memory or embodied in writing or other physical form, without Parent’s prior written consent (which it may grant or withhold in its sole discretion). If requested by Parent, Seller agrees to deliver to Parent at the time of execution of this Agreement, and at any other time Parent may request, all

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documents, memoranda, notes, plans records, reports and other documentation, models, components, devices or computer software, whether embodied in physical, electronic or other form (and all copies of all of the foregoing), relating to the businesses, operations or affairs of the Company or the operation of the Business and any other Confidential Information that Seller may then possess or have under Seller’s control.

(c)           In the event that Seller is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Seller will promptly notify Parent of such requirement so that Parent may seek an appropriate protective order or waive compliance with the provisions of this Agreement, and/or take any other mutually agreed action.  If, in the absence of a protective order or the receipt of a waiver hereunder, Seller is, in the opinion of Seller’s counsel, legally compelled to disclose information or else stand liable for contempt or suffer other censure or significant penalty, Seller may disclose that portion of the requested information which Seller’s counsel advises Seller that Seller is compelled to disclose.  In any event, Seller will furnish only that portion of the information which is legally required and will exercise Seller’s best efforts to obtain reliable assurance that confidential treatment will be accorded the information.  In addition, Seller will not oppose action by Parent to obtain an appropriate protective order or other reliable assurance that such confidential treatment will be so accorded.

(d)           During the Noncompetition Period, Seller agrees not to, directly or indirectly, solicit the employment or hire any employee of Parent or any parent, subsidiary or affiliate of Parent (including, without limitation, the Company), it being understood that the provisions of this Section 2(d) shall not prohibit Seller from conducting general employment searches not targeting employees of Parent or any parent, subsidiary or affiliate of Parent (including, without limitation, the Company).

3.             Remedies.

(a)                         The necessity of protection against the competition of Seller and the nature and scope of such protection has been carefully considered and agreed upon by the parties hereto.  Seller acknowledges that the nature of the Business is highly competitive, that one of the most valuable assets of the Company is its goodwill in the marketplace and among its customers, which Seller helped to develop and maintain in the course of Seller’s service to the Company, and that Parent, in consummating the Merger and entering into the transactions contemplated by the Merger Agreement, has relied on the fact that it will acquire the goodwill of the Company and therefore on Seller’s willingness to restrict Seller’s ability to compete with Parent or any current or future affiliate of Parent in the conduct of the Business.  Seller and Parent hereby agree and acknowledge that the duration, scope and geographic area applicable to the restrictions set forth in this Agreement are fair, reasonable and necessary.

(b)                         Seller acknowledges that the consideration provided for in Section 5 hereof is sufficient and adequate to compensate Seller for agreeing to the restrictions contained in this Agreement and that such restrictions will not cause Seller undue hardship.  If, however, any court or arbitrator of competent jurisdiction determines that the foregoing restrictions are unreasonable and for that reason unenforceable, such restrictions shall be modified, rewritten or interpreted to include as much of their nature and scope as will render them enforceable.  Seller

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and Parent agree that a monetary remedy for a breach of this Agreement will be inadequate and will be impracticable and extremely difficult to prove, and further agree that such a breach would cause Parent irreparable harm, and that Parent, in addition to any and all other remedies available to it at law or in equity, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages.  Seller agrees that Parent shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith.  Any such requirement of bond or undertaking is hereby waived by Seller, and Seller acknowledges that in the absence of such a waiver, a bond or undertaking might be required by the court.

4.             Seller Representation.

The Seller hereby represents and warrants to the Parent that (a) the execution, delivery and performance of this Agreement by the Seller do not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Seller is a party or any judgment, order or decree to which the Seller is subject, (b) the Seller has full authority to execute, deliver and be bound by the terms of this Agreement, and (c) upon the execution and delivery of this Agreement by the Company and the Seller, this Agreement will be a valid and binding obligation of the Seller, enforceable in accordance with its terms.

5.             Consideration.

Seller hereby acknowledges that as consideration for Seller’s covenants set forth in Section 1 and Section 2 of this Agreement, Parent has entered into the Merger Agreement and would not have done so but for the agreement of Seller to enter into this Agreement.

6.             Notices.

All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt) provided that a copy is mailed by a nationally recognized overnight delivery service (e.g., Federal Express) or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service, in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):

If to Parent:

OnCure Holdings, Inc.

c/o Genstar Capital, L.P.

Four Embarcadero Center, Suite 1900

San Francisco, California 94111-4191

Attention:

Facsimile:               (415) 834-2383

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With a copy to:

Latham & Watkins LLP

505 Montgomery Street

San Francisco, California  94111-2562

Attention:                Scott R. Haber and William C. Davisson

Facsimile:               (415) 395-8095

If to Seller, to the address set forth below Seller’s name on the signature page to this Agreement.

7.             Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.             Headings.

The headings herein are for convenience only, and shall not be deemed to limit or affect the interpretation or effect any of the provisions hereof.

9.             Entire Understanding.

This Agreement and the other agreements and instruments incorporated herein constitute the entire agreement and understanding between the parties, and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.

10.           Amendments; Termination.

This Agreement may not be modified or changed except by written instrument signed by each of the parties hereto.

11.           Governing Law; Dispute Resolution; Waiver of Jury Trial; Service of Process; Consent to Jurisdiction.

(a)                         The execution, performance and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to that State’s choice of law rules.

(b)                         Any claim or dispute arising out of or related to this Agreement, the interpretation, making performance, breach or termination thereof, shall be finally and exclusively settled by binding arbitration to be held in the State of Delaware, County of New Castle.  The arbitration shall be made in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association and such arbitration shall be conducted by an arbitrator chosen by mutual agreement of Parent and Seller; failing such agreement, the arbitration shall be conducted, by three independent arbitrators, one chosen by Parent, one chosen by the Seller, and such two arbitrators shall mutually select a third arbitrator,

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with any decision of two such arbitrators shall be binding.  The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted in the State of Delaware, County of New Castle to resolve the dispute.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The parties expressly waive all rights whatsoever to file an appeal against or otherwise to challenge any award by the arbitrator(s) hereunder, provided that the foregoing shall not limit the rights of either party to bring a proceeding in any applicable jurisdiction to conform, enforce or enter judgment upon such award (and the rights of the other party, if such proceeding is brought, to contest such confirmation, enforcement or entry of judgment).

(c)                         EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) SUCH PARTY MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(d).

12.           Construction.

Whenever in this Agreement the context so requires, references to the masculine shall be deemed to include feminine and the neuter, references to the neuter shall be deemed to include the masculine and feminine, and references to the plural shall be deemed to include the singular and the singular to include the plural.

13.           Cooperation.

Each party hereto shall cooperate with the other party and shall take such further action and shall execute and deliver such further documents as may be necessary or desirable in order to carry out the provisions and purposes of this Agreement.

14.           Waiver.

Seller or Parent may, by written notice to the other:  (a) waive any inaccuracies in the representations or warranties of the other party contained in this Agreement or in any document delivered pursuant to this Agreement; (b) waive compliance with any of the covenants of the other party contained in this Agreement; or (c) waive or modify performance of any of the obligations of the other party.  No action taken pursuant to this Agreement shall be deemed to constitute a waiver by the party taking such action, possessing such knowledge or performing

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such investigation of compliance with the representations, warranties, covenants and agreements contained herein.  The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be constituted as a waiver of any subsequent breach.  The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or any such term, covenant or condition.

15.           Full Understanding; Negotiation of Agreement.

(a)           Seller represents that Seller has carefully read and fully understands all of the provisions of this Agreement, that Seller is competent to execute this Agreement, that Seller’s agreement to execute and deliver this Agreement has not been obtained by any duress and that Seller freely and voluntarily enters into it, and that Seller has read this Agreement in its entirety and fully understands the meaning, intent and consequences of this Agreement.

(b)           Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice, or has had the opportunity to be represented by independent counsel of its own choosing, and that to the extent, if any, that it desired, each party hereto availed itself of this right and opportunity throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the consent and upon the advice of said independent counsel.  Each party hereto and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation.  Accordingly, any rule of law, or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it, is of no application and is hereby expressly waived.  The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties and this Agreement.

16.           Parties in Interest; Assignment.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors, assigns, heirs and/or personal representatives, except that neither this Agreement nor any interest herein shall be assigned or assignable by operation of law or otherwise by Seller without the prior written consent of Parent.  Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

17.           Severability.

In the event that, notwithstanding the express, carefully considered, agreement of Parent and Seller set forth herein, any provision of this Agreement shall be deemed invalid, unenforceable or illegal, or if the period during which this Agreement is to remain effective is found to exceed the legally permissible period, then notwithstanding such invalidity,

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unenforceability or illegality the remainder of this Agreement shall continue in full force and effect during the maximum period legally permissible (subject to any reformation of terms as provided for in Section 3).

18.           Attorneys’ Fees.

If any party to this Agreement brings an action to enforce its rights under this Agreement in accordance with the provisions hereof (including, without limitation, rights under Section 11 hereof), the prevailing party shall be entitled to recover its actual out-of-pocket costs and expenses, including without limitation attorneys’ fees and court costs reasonably incurred in connection with such action, including any appeal of such action.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement Not to Compete as of the date first written above.

PARENT:
ONCURE HOLDINGS, INC.
By:	/s/ Robert J. Weltman
Name:		Robert J. Weltman
Title:		President and Chief Executive Officer
SELLER:
/s/ Russell D. Phillips, Jr.
Name:			Russell D. Phillips, Jr.
Address:

[Signature Page to Agreement Not to Compete – Russell D. Phillips, Jr.]

EX-10.10

Exhibit 10.10

AGREEMENT NOT TO COMPETE

THIS AGREEMENT NOT TO COMPETE (this “Agreement”) is made and entered into as of August 18, 2006, by and between OnCure Holdings, Inc., a Delaware corporation (“Parent”), and William L. Pegler (the “Seller”).

RECITALS:

A.             Parent, OnCure Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Sub”), Seller, OnCure Medical Corp., a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), and certain other parties have entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 5, 2006, pursuant to which Merger Sub will merge with and into the Company such that Company shall become a wholly owned subsidiary of Parent (the “Merger”).

B.              Seller is a stockholder of the Company and will receive personally material financial benefits upon the completion of the transactions contemplated by the Merger Agreement.

C.              This Agreement is a material inducement to Parent’s entering into the Merger Agreement, and Parent has relied upon this Agreement in consummating the Merger and the other transactions contemplated under the Merger Agreement.

D.              Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meanings as set forth in the Merger Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises, the mutual promises hereinafter set forth, and other good and valuable consideration received, the parties hereto agree as follows:

1.               Agreement Not to Compete.

During the Noncompetition Period (as hereinafter defined), Seller shall not in any manner, directly or indirectly, including through entities controlled by Seller, within the Territory (as hereinafter defined), (a) engage or participate in the business of operating and managing outpatient facilities that provide radiation therapy, medical oncology and related oncology services and providing physician practice management services for medical and radiation oncologists (collectively, the “Business”) or perform services for third parties that are competitive with the Business (“Competitive Services”), or (b) own or operate any business that engages or participates in the Business or that performs Competitive Services. Seller shall be deemed to be engaged in the Business or performing Competitive Services if Seller shall engage in such business or perform such services directly or indirectly, whether for Seller’s own account or for that of another person, firm or corporation, or whether as stockholder, principal, partner, member, agent, investor, proprietor, director, officer, employee or consultant or in any other capacity, except as a consultant or employee to Parent or any parent, subsidiary or other Affiliate

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of Parent (including, without limitation, the Company). For purposes of this Agreement, the term “Territory” shall mean the United States, provided that by resolution adopted by the Board of Directors the Company may by written consent (not to be unreasonably withheld) exclude from the Territory any state or states other than California, Florida, Georgia and Arizona. For the purposes of this Agreement, the term “Noncompetition Period” shall mean the period beginning at the Effective Time and ending upon the later to occur of (x) the second anniversary of the Effective Time and (y) six months after the termination of Seller’s employment with Parent, the Company or any Affiliate of the Parent or the Company, whether present or future. Notwithstanding the foregoing provisions of this Section 1, the prohibitions of this Section 1 shall not be deemed to prevent Seller from owning 2% or less of any class of equity securities of an entity that has a class of equity securities registered under Section 12 of the Exchange Act.

2.               Confidential Information; Non-Solicitation.

(a)               Seller acknowledges that Seller has occupied a position of trust and confidence with the Company prior to the date hereof and has become familiar with the following, any and all of which constitute confidential information relating to the Company (collectively, the “Confidential Information”): (i) any and all trade secrets concerning the business and affairs of the Company, specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, physician and patient lists, physician and patient information databases, mailing lists, current and anticipated physician and patient requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and data-base technologies, systems, structures and architectures and related processes, formulae, compositions, improvements, devises, know-how, inventions, discoveries, concepts, ideas, designs, methods and information of the Company and any other information, however documented, of the Company or related to the Company that is a trade secret; (ii) any and all information concerning the business and affairs of the Company and the operation of the Business (which includes historical financial statements, financial projections and budgets, historical and projected sales and/or revenues, capital spending budgets and plans, the names and backgrounds of key personnel, the names and backgrounds of acquisition targets, personnel training and techniques and materials), however documented; and (iii) any and all notes, analyses, compilations, studies, summaries, and other material prepared by or for the Company containing or based, in whole or in part, on any information included in the foregoing. For purposes of this Agreement, however, Confidential Information shall not include any of the foregoing that is or becomes generally known to and available for use by the public other than as a result of Seller’s fault or the fault of any other Person bound by a duty of confidentiality to Parent.

(b)             Seller acknowledges and agrees that all Confidential Information known or obtained by Seller, as of the date hereof, is the sole property of the Company. Therefore, Seller agrees that Seller will not, at any time, disclose to any unauthorized Persons or use for Seller’s own account or the account of any affiliate of the Seller or for the benefit of any third party any Confidential Information, whether Seller has such information in Seller’s memory or embodied in writing or other physical form, without Parent’s prior written consent (which it may grant or withhold in its sole discretion). If requested by Parent, Seller agrees to deliver to Parent at the time of execution of this Agreement, and at any other time Parent may request, all

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documents, memoranda, notes, plans records, reports and other documentation, models, components, devices or computer software, whether embodied in physical, electronic or other form (and all copies of all of the foregoing), relating to the businesses, operations or affairs of the Company or the operation of the Business and any other Confidential Information that Seller may then possess or have under Seller’s control.

(c)             In the event that Seller is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Seller will promptly notify Parent of such requirement so that Parent may seek an appropriate protective order or waive compliance with the provisions of this Agreement, and/or take any other mutually agreed action. If, in the absence of a protective order or the receipt of a waiver hereunder, Seller is, in the opinion of Seller’s counsel, legally compelled to disclose information or else stand liable for contempt or suffer other censure or significant penalty, Seller may disclose that portion of the requested information which Seller’s counsel advises Seller that Seller is compelled to disclose. In any event, Seller will furnish only that portion of the information which is legally required and will exercise Seller’s best efforts to obtain reliable assurance that confidential treatment will be accorded the information. In addition, Seller will not oppose action by Parent to obtain an appropriate protective order or other reliable assurance that such confidential treatment will be so accorded.

(d)           During the Noncompetition Period, Seller agrees not to, directly or indirectly, solicit the employment or hire any employee of Parent or any parent, subsidiary or affiliate of Parent (including, without limitation, the Company), it being understood that the provisions of this Section 2(d) shall not prohibit Seller from conducting general employment searches not targeting employees of Parent or any parent, subsidiary or affiliate of Parent (including, without limitation, the Company).

3.               Remedies.

(a)                           The necessity of protection against the competition of Seller and the nature and scope of such protection has been carefully considered and agreed upon by the parties hereto. Seller acknowledges that the nature of the Business is highly competitive, that one of the most valuable assets of the Company is its goodwill in the marketplace and among its customers, which Seller helped to develop and maintain in the course of Seller’s service to the Company, and that Parent, in consummating the Merger and entering into the transactions contemplated by the Merger Agreement, has relied on the fact that it will acquire the goodwill of the Company and therefore on Seller’s willingness to restrict Seller’s ability to compete with Parent or any current or future affiliate of Parent in the conduct of the Business. Seller and Parent hereby agree and acknowledge that the duration, scope and geographic area applicable to the restrictions set forth in this Agreement are fair, reasonable and necessary.

(b)                           Seller acknowledges that the consideration provided for in Section 5 hereof is sufficient and adequate to compensate Seller for agreeing to the restrictions contained in this Agreement and that such restrictions will not cause Seller undue hardship. If, however, any court or arbitrator of competent jurisdiction determines that the foregoing restrictions are unreasonable and for that reason unenforceable, such restrictions shall be modified, rewritten or interpreted to include as much of their nature and scope as will render them enforceable. Seller

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and Parent agree that a monetary remedy for a breach of this Agreement will be inadequate and will be impracticable and extremely difficult to prove, and further agree that such a breach would cause Parent irreparable harm, and that Parent, in addition to any and all other remedies available to it at law or in equity, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. Seller agrees that Parent shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith. Any such requirement of bond or undertaking is hereby waived by Seller, and Seller acknowledges that in the absence of such a waiver, a bond or undertaking might be required by the court.

4.               Seller Representation.

The Seller hereby represents and warrants to the Parent that (a) the execution, delivery and performance of this Agreement by the Seller do not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Seller is a party or any judgment, order or decree to which the Seller is subject, (b) the Seller has full authority to execute, deliver and be bound by the terms of this Agreement, and (c) upon the execution and delivery of this Agreement by the Company and the Seller, this Agreement will be a valid and binding obligation of the Seller, enforceable in accordance with its teens.

5.               Consideration.

Seller hereby acknowledges that as consideration for Seller’s covenants set forth in Section 1 and Section 2 of this Agreement, Parent has entered into the Merger Agreement and would not have done so but for the agreement of Seller to enter into this Agreement.

6.               Notices.

All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt) provided  that a copy is mailed by a nationally recognized overnight delivery service (e.g., Federal Express) or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service, in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):

If to Parent:

OnCure Holdings, Inc.

c/o Genstar Capital, L.P.

Four Embarcadero Center, Suite 1900

San Francisco, California 94111-4191

Attention:

Facsimile:         (415) 834-2383

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With a copy to:

Latham & Watkins LLP

505 Montgomery Street

San Francisco, California 94111-2562

Attention:         Scott R. Haber and William C. Davisson

Facsimile:         (415) 395-8095

If to Seller, to the address set forth below Seller’s name on the signature page to this Agreement.

7.             Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.             Headings.

The headings herein are for convenience only, and shall not be deemed to limit or affect the interpretation or effect any of the provisions hereof.

9.             Entire Understanding.

This Agreement and the other agreements and instruments incorporated herein constitute the entire agreement and understanding between the parties, and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.

10.           Amendments; Termination.

This Agreement may not be modified or changed except by written instrument signed by each of the parties hereto.

11.            Governing Law; Dispute Resolution; Waiver of Jury Trial; Service of Process; Consent to Jurisdiction.

(a)                           The execution, performance and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to that State’s choice of law rules.

(b)                           Any claim or dispute arising out of or related to this Agreement, the interpretation, making performance, breach or termination thereof, shall be finally and exclusively settled by binding arbitration to be held in the State of Delaware, County of New Castle. The arbitration shall be made in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association and such arbitration shall be conducted by an arbitrator chosen by mutual agreement of Parent and Seller; failing such agreement, the arbitration shall be conducted, by three independent arbitrators, one chosen by Parent, one chosen by the Seller, and such two arbitrators shall mutually select a third arbitrator,

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with any decision of two such arbitrators shall be binding. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted in the State of Delaware, County of New Castle to resolve the dispute. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties expressly waive all rights whatsoever to file an appeal against or otherwise to challenge any award by the arbitrator(s) hereunder, provided that the foregoing shall not limit the rights of either party to bring a proceeding in any applicable jurisdiction to conform, enforce or enter judgment upon such award (and the rights of the other party, if such proceeding is brought, to contest such confirmation, enforcement or entry of judgment).

(c)                            EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) SUCH PARTY MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(d).

12.                         Construction.

Whenever in this Agreement the context so requires, references to the masculine shall be deemed to include feminine and the neuter, references to the neuter shall be deemed to include the masculine and feminine, and references to the plural shall be deemed to include the singular and the singular to include the plural.

13.         Cooperation.

Each party hereto shall cooperate with the other party and shall take such further action and shall execute and deliver such further documents as may be necessary or desirable in order to carry out the provisions and purposes of this Agreement.

14.         Waiver.

Seller or Parent may, by written notice to the other: (a) waive any inaccuracies in the representations or warranties of the other party contained in this Agreement or in any document delivered pursuant to this Agreement; (b) waive compliance with any of the covenants of the other party contained in this Agreement; or (c) waive or modify performance of any of the obligations of the other party. No action taken pursuant to this Agreement shall be deemed to constitute a waiver by the party taking such action, possessing such knowledge or performing

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such investigation of compliance with the representations, warranties, covenants and agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be constituted as a waiver of any subsequent breach. The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or any such term, covenant or condition.

15.          Full Understanding; Negotiation of Agreement.

(a)             Seller represents that Seller has carefully read and fully understands all of the provisions of this Agreement, that Seller is competent to execute this Agreement, that Seller’s agreement to execute and deliver this Agreement has not been obtained by any duress and that Seller freely and voluntarily enters into it, and that Seller has read this Agreement in its entirety and fully understands the meaning, intent and consequences of this Agreement.

(b)           Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice, or has had the opportunity to be represented by independent counsel of its own choosing, and that to the extent, if any, that it desired, each party hereto availed itself of this right and opportunity throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the consent and upon the advice of said independent counsel. Each party hereto and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of law, or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties and this Agreement.

16.        Parties in Interest; Assignment.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors, assigns, heirs and/or personal representatives, except that neither this Agreement nor any interest herein shall be assigned or assignable by operation of law or otherwise by Seller without the prior written consent of Parent. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

17.        Severability.

In the event that, notwithstanding the express, carefully considered, agreement of Parent and Seller set forth herein, any provision of this Agreement shall be deemed invalid, unenforceable or illegal, or if the period during which this Agreement is to remain effective is found to exceed the legally permissible period, then notwithstanding such invalidity,

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unenforceability or illegality the remainder of this Agreement shall continue in full force and effect during the maximum period legally permissible (subject to any reformation of terms as provided for in Section 3).

18.             Attorneys’ Fees.

If any party to this Agreement brings an action to enforce its rights under this Agreement in accordance with the provisions hereof (including, without limitation, rights under Section 11 hereof), the prevailing party shall be entitled to recover its actual out-of-pocket costs and expenses, including without limitation attorneys’ fees and court costs reasonably incurred in connection with such action, including any appeal of such action.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement Not to Compete as of the date first written above.

PARENT:

By:

Name: Robert J. Wellman

Title: President and Chief Executive Officer

SELLER:

Name: William L. Pegler

Address:

[Signature Page to Agreement Not to Compete — William L. Pegler]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement Not to Compete as of the date first written above,

PARENT:

ONCURE HOLDINGS, INC.

By:

Name: Robert J. Weltman

Title: President and Chief Executive Officer

SELLER:

Name: William L. Pegler

Address:

[Signature Page to Agreement Not to Compete — William L. Pegler]

EX-10.11

Exhibit 10.11

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of this 1st day of March, 2008 (the -Effective Date”), is by and between OnCURE Medical Corp., a Delaware Corporation (the “Corporation”) and Charles Joseph Stork (the “Employee”).

RECITALS

A.The Corporation owns, manages and intends to acquire additional entities, which provide (1) radiation therapy, medical oncology and related oncology services and (2) physician practice management services for medical and radiation oncologists.

B.The Corporation wishes to retain the services of the Employee on the terms, and subject to the conditions, hereinafter set forth.

C.The Employee desires to provide services to the Corporation on the terms, and subject to the conditions, hereinafter set forth.

D.This Agreement shall supersede and replace any and all other agreements and arrangements between the Employee and the Corporation regarding the terms and conditions of the Employee’s employment with the Corporation and/or any of its Affiliates.

AGREEMENT

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

ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1Definitions. For purposes of this Agreement, unless the context otherwise requires, the following terms have the respective meanings set out below.

a.“Affiliate” shall mean with respect to any specified Person, any Person, whether present or future, that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person.

b.“Agreement” shall have the meaning ascribed thereto in the preamble of this Agreement.

 c.“Board” shall mean the members of the board of directors of Holdings.

d.“Cause” shall have the meaning ascribed thereto in Section 4.2.

e.“Change of Control” shall mean and include each of the following: (a) except in connection with a Qualified Offering, the acquisition, in one or more simultaneous transactions or a series of related transactions, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by any Person or any group of Persons who constitute a group (within the meaning of Section 13d-3 of the Exchange Act), other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of Holdings or any Affiliate of Holdings or (ii) a Person or group in which the Equity Investors control, directly or indirectly, 50% or more of the voting power immediately following the transaction, of any securities of Holdings or the Corporation such that, as a result of such acquisition, such Person or group beneficially owns (within the meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, fifty percent ore more of the outstanding voting securities of Holdings or the Corporation, as applicable; (b) a change in the composition of the Board such that a majority of the members are not Continuing Directors (except in the case of a capital raising financing transaction by Holdings or the Corporation); and (c) the sale of all or substantially all of the assets of Holdings’ or the Corporation’s to an entity in which the Equity Investors do not control, directly or indirectly, 50% or more of the voting power immediately following the transaction.

f.“Common Stock” means the Common Stock, $0.001 par value per share, of Holdings.

g.“Compensation Committee” shall mean the compensation committee of the Board.

h.“Confidential Information” shall mean non-public information concerning the Corporation, including without limitation, financial data, statistical data, strategic business plans, agreements or other material relating to the business, services or activities of the Corporation and its Affiliates and trade secrets, market reports, patient files, customer lists, practices, processes, methods, information relating to government relations and other similar information that is propriety information of the Corporation or its Affiliates.

i.“Continuing Director” shall mean, as of any date of determination, any member of the Board who (a) was a member of the Board on the Effective Date, or (b) was nominated for election or elected to the Board with the affirmative vote of at least two-thirds (2/3) of the Continuing Directors who were members of the Board at the time of such nomination or election.

j.The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

k.“Corporation” shall have the meaning ascribed thereto in the preamble of this Agreement.

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1.“Disability” shall have the meaning ascribed thereto in Section 4.4.

m.“Effective Date” shall have the meaning ascribed thereto in the preamble of the Agreement.

n.“Employee” shall have the meaning ascribed thereto in the preamble of this Agreement.

o. “Equity Investors” means Genstar Capital Partners IV, L.P. and the other Persons making an equity investment in Holdings in connection with the transaction contemplated by that certain Agreement and Plan of Merger, dated as of July 5, 2006, by and among the Corporation, OnCURE Acquisition Sub, Inc. and Holdings, pursuant to which OnCURE Acquisition Sub, Inc. was merged with and into the Corporation and the Corporation became a wholly-owned subsidiary of Holdings (the “Merger”).

P.“Holdings” shall mean OnCURE Holdings, Inc., a Delaware corporation.

q.“Initial Expiration Date” shall have the meaning ascribed thereto in Section 4.1.

r.“Person” shall mean any individual, corporation, limited or general partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization or any other entity, union, or association, or government or any agency or political subdivision thereof.

s.“Qualified Offering” shall mean any offer for sale of equity securities of the Corporation or Holdings pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

t.“Relocation Date” shall mean the date the Employee permanently relocates to the Denver, Colorado area which shall be on or before June 1, 2008. The Relocation Date will be confirmed in writing by the Company and the Employee within ten (10) business days of its occurrence.

u.“Stock Options” shall have the meaning ascribed thereto in Section 7.4.

v.“Subsidiary” shall mean with respect to any Person, any corporation, association or other business entity of which securities representing 50% or more of the combined voting power of the total voting stock (or in the case of an association or other business entity which is not a corporation, 50% or more of the equity interest) is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.

w.“Term” shall have the meaning ascribed thereto in Section 4.1.

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1.2“Construction

a.Captions. The captions of Articles, Sections and Subsections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of the contents of this Agreement.

b.Mandatory and Permissive Acts. As used in this Agreement, the words “shall” and “will” refer to mandatory acts; the word “may” shall refer to permissive acts.

c.References. References in this Agreement to Articles, Sections, and Subsections, unless specifically stated otherwise, are to the Articles, Sections and Subsections of this Agreement.

d.Miscellaneous Terms. The term “or” shall not be exclusive. The terms “herein”, “hereof’, “hereto”, “hereunder” and other terms similar to such terms shall refer to this Agreement as a whole and not merely to the specific article, section paragraph, or clause where such terms may appear. The term “including” shall mean “including but not limited to”.

ARTICLE II
EMPLOYMENT

The Corporation hereby employs the Employee and the Employee hereby accepts employment with the Corporation, commencing as of the Employment Commencement Date, for the Term, in the position and with the duties and responsibilities set forth in Article III, and upon such other terms and conditions set forth in this Agreement.

ARTICLE III
POSITION; DUTIES

3.1Position and Duties. The Employee shall serve as the Corporation’s Senior Vice President and Chief Development Officer (“CDO”) subject to the control and direction of the CEO and Board with duties and responsibilities that are customary for such office(s), including, but not limited to, management and oversight of the merger and acquisition and de novo site development functions. The Employee shall have such other powers and duties as may be reasonably agreed upon from time to time by the CEO and the Board.

3.2Good Faith Efforts. The Employee will use his good faith efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. In determining whether or not the Employee has used his good faith efforts hereunder, the Corporation’s delegation of authority to other employees and all surrounding circumstances shall be taken into account and the Employee’s good faith efforts shall not be judged solely on the Corporation’s earnings or other results of the Employee’s performance.

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ARTICLE IV
TERM OF EMPLOYMENT; TERMINATION

4.1Term. The Employee’s employment under this Agreement shall commence on the Effective Date and shall terminate on the one-year anniversary of the Effective Date (the “Initial Expiration Date”); provided, that on the Initial Expiration Date and on the last day of any subsequent extension to the term of this Agreement, the term of this Agreement automatically shall be extended for an additional one (1) year term unless either party gives written notice to the other not less than three (3) months prior to the end of the then current term that it does not desire to extend the term of this Agreement. Notwithstanding the foregoing, the Employee’s employment shall terminate upon the termination of this Agreement for any reason. The “Term” of this Agreement means the period from the Effective Date through the Initial Expiration Date, and includes any renewal term, subject in each case to the earlier termination of this Agreement for any reason.

4.2Termination by the Corporation. The Corporation may terminate this Agreement at any time and for any reason or no reason at all. In the event of a termination of this Agreement by the Corporation without Cause, subject to the provisions of Section 4.7, the Corporation shall pay to the Employee the severance pay set forth in Section 4.6. For purposes of this Agreement, “Cause” means any of the following: (a) the Employee enters a plea of guilty or nolo contendere to, or is convicted of, a felony or any other criminal act involving moral turpitude, dishonesty, or theft; (b) the Employee has committed gross negligence, willful misconduct or a breach of his fiduciary duties in carrying out his duties hereunder; (c) the Employee materially breaches this Agreement and fails to cure such breach (in the event that such breach is capable of being cured) within 30 days following receipt of notice from the Corporation setting forth in reasonable detail the nature of such breach; (d) the Employee habitually uses drugs or alcohol and such use constitutes an abuse thereof; (e) the Employee engages in willful misconduct in the performance of his duties hereunder that (i) has a material adverse effect on the Corporation or (ii) constitutes a material violation of a policy adopted by the Board; (f) the Employee engages in material dishonesty or fraud in the performance of his duties hereunder; or (g) the Employee’s failure to permanently relocate to the Denver, Colorado area before June 1, 2008. Upon any termination of this Agreement by the Corporation for Cause, the Employee shall have no right to compensation or bonus payments under Sections 7.1 or 7.2 or to participate in any employee benefit programs (other than amounts previously earned but not yet paid and such programs as the Corporation is, by law, required to allow his participation).

4.3Constructive Termination. In the event that (a) with or without a change in his title or formal corporate action, there shall be a material diminution in the nature or scope of the authorities, powers, functions, duties or responsibilities of the Employee set forth in Article III of this Agreement; (b) the Employee is not appointed to, or is removed from, the offices or positions provided for in Section 3.1 of this Agreement; (c) the Employee’s annual base salary is decreased by the Corporation; (d) at any time following the Employee’s initial permanent relocation to the Denver, Colorado area at the request of the Corporation, the Corporation changes its headquarters greater than 30 miles from

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its then existing location without the Employee’s consent; (e) the Corporation fails to pay the Employee’s compensation or provide the Employee benefits when due; (f) the Corporation materially breaches this Agreement or the performance of its duties and obligations hereunder (including any failure to adopt an annual bonus plan in accordance with the provisions of Section 7.2), the Employee, by written notice delivered to the Corporation within 30 days of the event or occurrence constituting a constructive termination hereunder, may elect to deem his employment hereunder to have been terminated by the Corporation without Cause, provided that the Corporation shall have the right to cure any such constructive termination within 30 days of its receipt of such notice.

4.4Death or Disability. Except for the Corporation’s obligations contained in this Section 4.4, this Agreement and the obligations of the Corporation hereunder will terminate upon the Employee’s death or Disability. For purposes of this Agreement, “Disability” shall mean that for a period of (6) six months in any twelve (12) month period, the Employee is incapable of substantially fulfilling his employment responsibilities and duties because of physical, mental or psychological incapacity resulting from injury, sickness or disease. Upon termination of this Agreement by reason of the Employee’s death or Disability if such death or Disability occurs on or before the first anniversary date of the Relocation Date, subject to the provisions of Section 4.7, the Corporation will pay in a lump sum payment to the Employee or his legal representative, as the case may be, an amount equal to three (3) months of the Employee’s annual base salary as in effect immediately prior to the date of the Employee’s death or Disability.

4.5Termination by the Employee. The Employee may terminate this Agreement and his employment with the Corporation at any time for any reason or no reason at all by giving the Corporation at least thirty (30) days’ prior written notice. The Corporation may relieve the Employee of any or all of his duties and responsibilities at any time following the giving of any such notice and such action will in no event constitute a constructive termination under Section 4.3 or termination by the Employee without Cause (provided, that the Employee shall be entitled to continue to be compensated in accordance with this Agreement through the date of termination). Upon any termination of this Agreement by the Employee pursuant to this Section 4.5, the Employee shall have no right to compensation or bonus payments under Sections 7.1 or 7.2 or to participate in any employee benefit programs (other than amounts previously earned but not yet paid and such programs as the Corporation is, by law, required to allow his participation).

4.6Termination by the Corporation Without Cause.

(a)           In the event of a termination of this Agreement by the Corporation without Cause (other than in connection with a Change of Control), subject to the provisions of Section 4.7, the Corporation shall pay to the Employee, as severance pay, an amount equal to six (6) months of the Employee’s annual base salary as in effect immediately prior to such termination. Such severance pay shall be paid by the Corporation to the Employee in equal installments in accordance with the Corporation’s normal payroll practices.

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(b)In the event of a termination of this Agreement by the Corporation without Cause in connection with a Change of Control, subject to the provisions of Section 4.7, the Corporation shall pay in a lump sum payment to the Employee, as severance pay, an amount equal to six (6) months of the Employee’s annual base salary as in effect immediately prior to such termination.

(c)The Corporation agrees that if this Agreement is terminated by the Corporation or in the event of the death or Disability of the Employee, (i) the Employee will immediately receive additional compensation consisting of any and all accrued and unpaid vacation pay, back wages accrued and accrued sick pay; (ii) except in the event of a termination for Cause, the Corporation will pay for the Employee’s health benefits under COBRA until employee becomes eligible for another employer’s health insurance or for three (3) months, whichever occurs first; and (iii) except in the event of a Termination for Cause, the Corporation will provide to the Employee outplacement services, with a firm of the Employee’s discretion, at a cost not to exceed $15,000.

4.7Release of the Corporation. As a condition to receiving the severance payments and benefits described herein, (1) the Employee or, in the event of the Employee’s death or Disability, the Employee’s legal representative shall be required to execute and deliver to the Corporation a general release of all claims, including, but not limited to, claims for wrongful termination, for employment discrimination under Title VII of the Civil Rights Act of 1964, as amended, and claims under the Americans with Disabilities Act of 1990, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Civil Rights Act of 1866, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974 and any equivalent state, local and municipal laws, rules and regulations, he or his estate or legal representatives may have against the Corporation and its Subsidiaries and Affiliates, and the officers, directors, shareholders and agents of each of them, in each case in such form as may be reasonably requested by the Corporation and (2) the Employee shall comply with any provisions of this Agreement that survive such termination. The provisions of this Section 4.7 shall survive any termination of this Agreement.

ARTICLE V
DEVOTION OF THE EMPLOYEE’S TIME TO DUTIES

The parties agree that the Employee will devote substantially full time during normal business hours (exclusive of periods of sickness and Disability and of such normal holiday and vacation periods as have been established by the Corporation) to the affairs of the Corporation; provided, however, that the Employee will be permitted to devote a limited amount of time, without payment therefore of salary and wages, to charitable or similar organizations and to such other businesses and/or investment activities as are not barred by the provisions of Article IX and which do not interfere with the provision of services hereunder.

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ARTICLE VI
OTHER COVENANTS OF EMPLOYEE

Business Opportunities. The Employee agrees to promptly present to the Corporation all potential opportunities for acquisitions, joint ventures and similar transactions in the cancer care radiation therapy sector, which are presented to the Employee during the Term as long as this Agreement is in effect.

ARTICLE VII
COMPENSATION AND EXPENSES

7.1Salary. Commencing on the Effective Date, the Corporation shall pay the Employee an annual base salary of two hundred thousand dollars ($200,000), subject to annual review by the Compensation Committee. The Corporation will pay the Employee his annual salary in accordance with the Corporation’s normal payroll practices which is every two weeks.

7.2Annual Bonus. The Employee shall be eligible to earn an annual bonus as determined by the Compensation Committee or Board. The bonus will be based upon the achievement by the Corporation of certain objectively determinable financial performance targets directly tied to revenue growth and EBITDA performance of the Corporation or such other objectives established by the Board or the Compensation Committee and approved by the Board. For each year of the Term, the Corporation shall adopt an annual bonus program affording the Employee an opportunity to earn bonuses equal to at least 50% of his annual base salary.

7.3Options. On or as soon as reasonably practicable following the Effective Date, and subject to approval by the Compensation Committee or Board, the Employee will receive an option to purchase 20,000 shares of Common Stock, at an exercise price of $5.35 per share, pursuant to the terms of Holdings’ Equity Incentive Plan (the “Stock Options”). Two-thirds of the Stock Options (the “Time Vesting Options”) shall vest over four (4) years and one-third of the Stock Options (the “Performance Vesting Options”) shall vest based on the rate of return received by the Equity Investors upon a Change of Control. 25% of the Time Vesting Options shall become vested and exercisable on each of the first four anniversaries of the grant date of the Stock Options. The Performance Vesting Options shall vest as follows: 100% of the Performance Vesting Options shall vest upon the completion of a Change of Control (a) completed prior to August 18, 2008 in which the consideration for each share of Common Stock is at least equal to 200% of the per share price paid by the Equity Investors in connection with the Merger (the “Initial Common Stock Price”), (b) completed on or after August 18, 2008 in which the consideration for each share of Common Stock is at least equal to 225% of the Initial Common Stock Price, (c) completed on or after August 18, 2009 and prior to August 18, 2010 in which the consideration for each share of Common Stock is at least equal to 250% of the Initial Common Stock Price, or (d) completed on or after August 18, 2010 in which the consideration for each share of Common Stock is at least equal to 300% of the Initial Common Stock Price. The Stock Options shall expire one hundred and twenty (120) months from the date of grant.

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7.4Expenses. It is understood and agreed that the services required of the Employee by the Corporation will require the Employee to incur entertainment, travel and other expenses on behalf of the Corporation. The Corporation will reimburse or advance funds to the Employee for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Employee properly accounts for such expenses to the Corporation in accordance with the Corporation’s practices. Such reimbursement or advances will be made in accordance with policies and procedures of the Corporation in effect from time to time relating to reimbursement of our advances to executive officers.

7.5Vacation. For each twelve (12) month period during the Term, the Employee will be entitled to four (4) weeks of vacation without loss of compensation or other benefits to which he is entitled under this Agreement (pro-rated as necessary for partial calendar years during the Term), to be taken at such times as the Employee may select and the affairs of the Corporation may permit.

7.6Employee Benefit Programs. Without any reduction in the compensation to which the Employee is entitled under the provisions of Sections 7.1 and 7.2 (other than voluntary payment of the Employee’s share of premiums or plan contributions), during the Term the Employee will be entitled to participate in any health insurance, disability, sick leave, pension insurance or other employee benefit plan that is maintained at that time by the Corporation for its executive officers including programs of life and medical insurance for his family and reimbursement of membership fees in industry related professional organizations. During the Term, the Corporation shall maintain a policy of directors and officers’ liability insurance with policy limits and terms appropriate for the Corporation’s size and business activities, and shall ensure that the Employee is covered by such policy.

7.7Living Accommodations and Relocation Costs. The Corporation and the Employee also acknowledge and agree that the Corporation agrees to pay all reasonable relocation expenses of the Employee to the Denver, Colorado area up to a maximum amount of Fifty Thousand dollars ($50,000). The Corporation agrees that upon presentation of documentation of such reasonable relocation expenses, that the Employee will be reimbursed in full for such amounts within fifteen (15) days. For purposes of this section, reasonable relocation expenses shall include: (a) airfare for his entire immediate family for one trip from the existing home location to the relocated home location; (b) round-trip airfare for the Employee and his spouse and other reasonable expenses incurred in connection with up to two trips from the existing home location to Colorado for the purpose of locating a new permanent residence; (c) all reasonable closing costs related to the sale of the Employee’s residence (if applicable), including broker commissions, title costs, tax stamps, document fees; and (d) reasonable moving and shipping costs for furniture and autos. In the event the Employee resigns his employment with the Corporation on or before the first anniversary of the Relocation Date, the Employee agrees to reimburse the Corporation the pro rata share of moving expenses provided to the Employee under this Section 7.7 (i.e., if the Employee’s resignation becomes effective six (6) months after the Relocation Date, then the Employee would reimburse the Corporation for 50% of the relocation expense) within five (5) business days of the Employee’s termination of employment with the Corporation. If allowed under applicable state law, the Corporation

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may deduct the amount to be reimbursed by the Employee from the Employee’s final payroll checks.

ARTICLE VIII
COVENANT OF CONFIDENTIALITY

The Employee acknowledges that during his employment he will learn and will have access to Confidential Information regarding the Corporation and its Affiliates. All records, files, materials and Confidential Information (excluding personal items obtained by the Employee in the course of his employment with the Corporation and that do not contain Confidential Information) are confidential and proprietary and shall remain the exclusive property of the Corporation or its Affiliates, as the case may be. The Employee will not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any Person or entity with which he may be associated or disclose any such Confidential Information to any Person for any reason or purpose whatsoever without the prior written consent of the Board unless such Confidential Information previously shall have become public knowledge through no action by or omission of the Employee.

ARTICLE IX
COVENANT NOT TO COMPETE

9.1Covenant. Without limitation to any fiduciary or other legal responsibilities that the Employee may have to the Corporation, the Employee agrees that he will not, for as long as he is an employee of the Corporation directly or indirectly carry on, be engaged in, own, operate, control or participate in the ownership, management, operation or control of or have any financial interest in or otherwise be connected with, any Person, or business (whether as an employee, officer, director, agent, security holder, creditor, consultant, or otherwise) that is or may be engaged in any business activity that is the same as, similar to, or competitive (directly or indirectly) with any radiation oncology business engaged in by the Corporation and/or its Affiliates. Notwithstanding the foregoing, nothing herein shall be deemed or construed to, or shall bar or preclude the Employee from acquiring directly or indirectly not more than five percent (5%) of the securities, by value or voting power, in any publicly-traded company that engages in any activity competitive with any activity engaged in by the Corporation and/or any of its Affiliates.

9.2Non-Solicitation. The Employee hereby agrees that during his employment with the Corporation and for a period of twelve (12) months following the termination of his employment, without the prior written consent of the Corporation, he shall not, on his own behalf or on behalf of any Person, directly or indirectly, hire or solicit the employment of any employee who has been employed by the Corporation and/or any of its Affiliates at any time during the six (6) months immediately preceding such date of hiring or solicitation.

9.3Severability. The parties hereto agree that the covenants of non-competition contained herein are reasonable covenants under the circumstances. The

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parties intend that the covenant contained in Section 9.1 be construed as a series of separate covenants, one for each city, county, state, territory, possession or federal district of the United Sates covered by the covenant. Except for geographic coverage, each separate covenant will be considered identical in terms to the covenant contained in Section 9.1. If, in any judicial proceeding, a court refuses to enforce any of the separate covenants described in this Section 9.3, the unenforceable covenant will be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. The Employee agrees that any breach of the covenants contained in this Article IX would irreparably injure the Corporation. Accordingly, the Employee agrees that the Corporation, in addition to pursuing any other remedies it may have at law or in equity, shall be entitled to obtain an injunction against him from any court having jurisdiction over the matter, restraining any further violation of this Article IX and/or withhold any further payments due to the Employee.

ARTICLE X
ASSIGNABILITY

The rights and obligations of the Corporation under this Agreement shall inure to the benefit of and be binding upon the successors or assigns of the Corporation. The Employee’s obligations hereunder may not be assigned or alienated and any attempt to do so by him will be void.

ARTICLE XI
MISCELLANEOUS PROVISIONS

11.1Severance of Provision. If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

11.2Notice and Address. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar receipted delivery, if mailed, postage prepaid, by certified mail return receipt requested (and in each case notice shall be deemed delivered and effective upon receipt thereof by the recipient), as follows:

To the Employee:	Charles Joseph Stork
	6019 Spring
	Creek Spring, TX 77379

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To the Corporation:	General Counsel
	OnCURE Medical Corp.
	610 Newport Center Drive, Suite 350
	Newport, California 92660

Or any current address if different from above, or to such other address as either of them, by notice to the other may designate from time to time.

11.3Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

11.4Arbitration of Disputes. In the event of any controversy or claim, whether based on contract, tort, statute, or other legal or equitable theory (including but not limited to any claim of fraud, misrepresentation, or fraudulent inducement) arising out of or related to this agreement, or any subsequent agreement between the parties (“dispute”) and if the dispute cannot be resolved by negotiation, the parties agree to submit the dispute to arbitration pursuant to this section and the then-current rules and supervision of the American Arbitration Association. The arbitration shall be held in Orange County, California at the office of the American Arbitration Association. Notwithstanding anything to the contrary herein, any party may seek injunctive relief for any breach or threatened breach of this Agreement or any provision of this Agreement from any court of competent jurisdiction.

11.5Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof and any action or proceeding including that in arbitration as provided for in Section 11.4 of this Agreement, is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to an award by the court or arbitrator, as appropriate, of reasonable attorney’s fees, costs and expenses.

11.6No Violations. The Employee hereby represents and warrants to the Corporation that the execution, delivery and performance of this Agreement does not violate or conflict with the terms of any other agreement to which the Employee is a party.

11.7Withholdings. All payments to the Employee under this Agreement shall be reduced by all applicable withholding required by federal, state or local law.

11.8Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations.

11.9Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.

11.10Code Section 280G. The foregoing notwithstanding, to the extent that the total amounts payable to the Employee under this Agreement or any other plan or agreement would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (as determined in good faith by the Corporation’s public accountants) then amounts payable under Section 4.6 shall be reduced to the extent necessary to avoid any such amounts constituting an excess parachute payment.

11.11Code Section 409A. In the event that the Common Stock of the Corporation or Holdings becomes publicly-traded and in the event that any payments to the Employee under Section 4.6 constitute non-qualified deferred compensation subject to Code Section 409A, then the Corporation may delay payment of such amounts until the date that is 6 months and one day after the Employee’s termination of employment, to the extent required to comply with Code Section 409A.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Employee and the Corporation have executed this Agreement as of this    day of             , 2008.

THE CORPORATION

[Signature Page to Employment Agreement — Charles Joseph Stork]

EX-10.12

Exhibit 10.12

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This first amendment (the “Amendment”) to the Employment Agreement by and between Oncure Medical Corp. (the “Corporation”) and Charles Joseph Stork (the “Employee”), dated as of December 17, 2008, is hereby made and entered into effective as of December 17, 2008, by and between the Corporation and the Employee.

WHEREAS, the Corporation and the Employee entered into the Employment Agreement dated as of March 1, 2008 (the “Agreement”); and

WHEREAS, the Corporation and the Employee desire to amend the Agreement to conform the Agreement to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and Internal Revenue Service guidance thereunder.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties set forth in this Amendment, and other good and valuable consideration, the parties hereto, intending to be legally bound, agree as follows:

1.Section 11.11 of the Agreement is hereby amended in its entirety to read as follows:

11.11.Compliance with Section 409A of the Internal Revenue Code.

(a)All payments of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code (together with Department of Treasury regulations and other official guidance issued thereunder, “Section 409A”)) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith.  No party individually or in combination with any other may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A.

(b)Unless otherwise expressly provided, any payment of compensation by the Corporation to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (2½ months) after the end of the later of the calendar year or the Corporation’s fiscal year in which the Employee’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A).  Such amounts shall not be aggregated with any other payments and shall not be subject to the requirements of subsection (d) below applicable to “nonqualified deferred compensation.”

(c)Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Employee’s termination of employment, all references to the Employee’s termination of employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a

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“Separation from Service”), and the Employee shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service with respect to the Employee.  If this Section 11.11(c) applies, such payments or benefits that are subject to Section 409A shall be paid (or, in the event of any installment payments, shall commence to be paid) on the date that the Corporation determines within sixty (60) days following the date of the Employee’s Separation from Service.

(d)Notwithstanding anything in Section 11.11(c) to the contrary, if the Employee is a “specified employee” on the date of the Employee’s Separation from Service, any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) shall be delayed in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, and any such delayed payment shall be paid to the Employee in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service, or (ii) the Employee’s death.  To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A.

(e)Section 11.11(d) above shall not apply to that portion of any amounts payable upon a Separation from Service which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Employee’s annualized compensation from the Corporation for the calendar year immediately preceding the calendar year during which the Separation from Service occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code for the calendar year during which the Separation from Service occurs.

(f)With respect to any continuation healthcare coverage provided under the Agreement, if during the period of continuation coverage, any plan pursuant to which such benefits are provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to the Employee as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period.

(g)With respect to any reimbursements or in-kind benefits, such reimbursements or benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the following:  (i) in no event shall such benefits or reimbursements be provided later than the last day of the Employee’s taxable year following the taxable year in which the expense was incurred or obligation arose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year of the Employee, and (iii) the right to reimbursements or in-kind benefits is not subject to liquidation or exchange for another benefit.

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(h)For purposes of this Agreement any installment payments made on separate dates shall be treated as a series of separate and distinct payments for purposes of Section 409A.

(i)If the parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, the Employee and the Corporation agree to amend this Agreement, or take such other actions as the Employee and the Corporation deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to the Employee under this Agreement.  If any provision of the Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.  Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

2.The Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with the terms and conditions thereof.  This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.

Oncure Medical Corp.

By:

Name:

Title:

Employee

/s/ Charles Joseph Stork

Name: Charles Joseph Stork

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EX-10.13

Exhibit 10.13

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 1st day of March, 2009 (the “Amendment Effective Date”) with reference to that certain Employment Agreement (the “Agreement”) dated March 1, 2008, by and between Oncure Medical Corp. (the “Corporation”) and Charles Joseph Stork (the “Employee”).

RECITALS

A.The Employee serves as Senior Vice President and Chief Development Officer of the Corporation.

B.Section 7.1 of the Agreement provides that the Corporation shall pay the Employee an annual base salary of $200,000, which thereafter shall be reviewed by the Board or the Compensation Committee at the end of each fiscal year.

C.Section 4.3 of the Agreement provides that in the event specified items occur, including, but not limited to, a decrease in the Employee’s base salary by the Corporation, such events shall constitute a constructive termination and the Employee may elect to deem his employment terminated by the Corporation without Cause.

D.The Employee and the Corporation desire to amend the Agreement as set forth herein to provide for a temporary reduction in the Employee’s base salary along with a waiver by the Employee of any claim against the Corporation related to constructive termination under the Agreement with respect to the temporary reduction in the Employee’s base salary.

E.Terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and undertakings hereunder and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto do hereby agree as follows:

1.Amendment.  The Agreement shall be amended as follows:

Section 7.1“Salary”, is amended by adding the following new sentences:

“Notwithstanding the foregoing, from the Amendment Effective Date through December 31, 2009 the Corporation shall pay the Employee an annual base salary of $180,000 (the “Temporary Reduction”).  Effective January 1, 2010, the Corporation shall pay the Employee an annual base salary equal to the annual base salary in effect immediately prior to the Amendment Effective Date.  The Compensation Committee shall review the Corporation’s performance on a quarterly basis during 2009 and reinstate the base salary in effect immediately prior to the Amendment Effective Date, if appropriate.”

Section 4.6“Termination by the Corporation Without Cause”, is amended by adding new subsections (e) and (f):

“(e)The Employee hereby consents to the Temporary Reduction in base salary and fully releases the Corporation from any claim of constructive discharge and/or termination without Cause under the Agreement based upon the temporary reduction in base salary.

(f)In the event the Employee is terminated without Cause on or after the Amendment Effective Date through December 31, 2009, the severance pay due to the Employee under this Section 4.6 shall be based upon the Employee’s annual base salary immediately in effect prior to the Amendment Effective Date.”

2.General Provisions.

2.1.Reference to and Effect on the Agreement.  This Amendment modifies the Agreement to the extent set forth herein, is hereby incorporated by reference into the Agreement and made a part thereof.  Except as specifically amended by this Amendment or prior amendments, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.  The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties to the Agreement.

2.2.Governing Law.  This Amendment and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations.

2.3.Captions.  The captions or headings in this Amendment are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Amendment.

2.4.Severability.  The provisions of this Amendment shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Amendment shall be effective and binding upon the parties.

2.5.Counterparts.  This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.  Delivery of a copy of this Amendment bearing an original signature by facsimile transmission or by electronic mail in “portable document format” shall have the same effect as physical delivery of the paper document bearing the original signature.

2.6.Parties in Interest.  Nothing expressed or implied in this Amendment is intended or shall be construed to confer upon or give to any Person other than the parties hereto any rights or remedies under or by reason of this Amendment or any transaction contemplated hereby.

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2.7.No Prejudice.  This Amendment has been jointly prepared by the parties hereto and the terms hereof shall not be construed in favor of or against any party on account of its participation in such preparation.

IN WITNESS WHEREOF, the parties hereby execute this Amendment as of the Effective Date.

ONCURE MEDICAL CORP.
By:	/s/ David S. Chernow
Name:	David S. Chernow
Title:	President and CEO
EMPLOYEE
By:	/s/ Charles Joseph Stork
Name:	Charles Joseph Stork

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EX-10.14

Exhibit 10.14

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of this 17th day of May, 2007 (the “Effective Date”), is by and between OnCURE Medical Corp., a Delaware Corporation (the “Corporation”) and David S. Chernow (the “Employee”).

RECITALS

A.The Corporation owns, manages and intends to acquire additional entities, which provide (1) radiation therapy, medical oncology and related oncology services and (2) physician practice management services for medical and radiation oncologists.

B.The Corporation wishes to retain the services of the Employee on the terms, and subject to the conditions, hereinafter set forth.

C.The Employee desires to provide services to the Corporation on the terms, and subject to the conditions, hereinafter set forth.

D.This Agreement shall supersede and replace any and all other agreements and arrangements between the Employee and the Corporation regarding the terms and conditions of the Employee’s employment with the Corporation and/or any of its Affiliates.

AGREEMENT

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

ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1          Definitions. For purposes of this Agreement, unless the context otherwise requires, the following terms have the respective meanings set out below.

a.          “Affiliate” shall mean with respect to any specified Person, any Person, whether present or future, that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person.

b.          “Agreement” shall have the meaning ascribed thereto in the preamble of this Agreement.

c.          “Board” shall mean the members of the board of directors of Holdings.

d.          “Cause” shall have the meaning ascribed thereto in Section 4.2.

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e.             “Change of Control” shall mean and include each of the following: (a) except in connection with a Qualified Offering, the acquisition, in one or more simultaneous transactions or a series of related transactions, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by any Person or any group of Persons who constitute a group (within the meaning of Section 13d-3 of the Exchange Act), other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of Holdings or any Affiliate of Holdings or (ii) a Person or group in which the Equity Investors control, directly or indirectly, 50% or more of the voting power immediately following the transaction, of any securities of Holdings or the Corporation such that, as a result of such acquisition, such Person or group beneficially owns (within the meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, fifty percent ore more of the outstanding voting securities of Holdings or the Corporation, as applicable; (b) a change in the composition of the Board such that a majority of the members are not Continuing Directors (except in the case of a capital raising financing transaction by Holdings or the Corporation); and (c) the sale of all or substantially all of the assets of Holdings’ or the Corporation’s to an entity in which the Equity Investors do not control, directly or indirectly, 50% or more of the voting power immediately following the transaction.

f.              “Common Stock” means the Common Stock, $0.001 par value per share, of Holdings.

g.             “Compensation Committee” shall mean the compensation committee of the Board.

h.             “Confidential Information” shall mean non-public information concerning the Corporation, including without limitation, financial data, statistical data, strategic business plans, agreements or other material relating to the business, services or activities of the Corporation and its Affiliates and trade secrets, market reports, patient files, customer lists, practices, processes, methods, information relating to government relations and other similar information that is propriety information of the Corporation or its Affiliates.

i.              “Continuing Director” shall mean, as of any date of determination, any member of the Board who (a) was a member of the Board on the Effective Date, or (b) was nominated for election or elected to the Board with the affirmative vote of at least two-thirds (2/3) of the Continuing Directors who were members of the Board at the time of such nomination or election.

j.              The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

k.            “Corporation” shall have the meaning ascribed thereto in the preamble of this Agreement.

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l.              “Disability” shall have the meaning ascribed thereto in Section 4.4.

m.            “Effective Date” shall have the meaning ascribed thereto in the preamble of the Agreement.

n.             “Employee” shall have the meaning ascribed thereto in the preamble of this Agreement.

o.             “Employment Commencement Date” shall mean the date on which the Employee reports to the Corporation to commence performance of his duties described in Section 3.1.

p.             “Equity Investors” means Genstar Capital Partners IV, L.P. and the other Persons making an equity investment in Holdings in connection with the transaction contemplated by that certain Agreement and Plan of Merger, dated as of July 5, 2006, by and among the Corporation, OnCURE Acquisition Sub, Inc. and Holdings, pursuant to which OnCURE Acquisition Sub, Inc. was merged with and into the Corporation and the Corporation became a wholly-owned subsidiary of Holdings (the “Merger”).

q.             “Holdings” shall mean OnCURE Holdings, Inc., a Delaware corporation.

r.             “Initial Expiration Date” shall have the meaning ascribed thereto in Section 4.1.

s.             “Person” shall mean any individual, corporation, limited or general partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization or any other entity, union, or association, or government or any agency or political subdivision thereof.

t.              “Qualified Offering” shall mean any offer for sale of equity securities of the Corporation or Holdings pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

u.             “Stock Options” shall have the meaning ascribed thereto in Section 7.4.

v.             “Subsidiary” shall mean with respect to any Person, any corporation, association or other business entity of which securities representing 50% or more of the combined voting power of the total voting stock (or in the case of an association or other business entity which is not a corporation, 50% or more of the equity interest) is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.

w.            “Term” shall have the meaning ascribed thereto in Section 4.1.

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1.2          “Construction

a.             Captions. The captions of Articles, Sections and Subsections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of the contents of this Agreement.

b.             Mandatory and Permissive Acts. As used in this Agreement, the words “shall” and “will” refer to mandatory acts; the word “may” shall refer to permissive acts.

c.             References. References in this Agreement to Articles, Sections, and Subsections, unless specifically stated otherwise, are to the Articles, Sections and Subsections of this Agreement.

d.             Miscellaneous Terms. The term “or” shall not be exclusive. The terms “herein”, “hereof’, “hereto”, “hereunder” and other terms similar to such terms shall refer to this Agreement as a whole and not merely to the specific article, section paragraph, or clause where such terms may appear. The term “including” shall mean “including but not limited to”.

ARTICLE II
EMPLOYMENT

The Corporation hereby employs the Employee and the Employee hereby accepts employment with the Corporation, commencing as of the Employment Commencement Date, for the Term, in the position and with the duties and responsibilities set forth in Article III, and upon such other terms and conditions set forth in this Agreement.

ARTICLE III
POSITION; DUTIES

3.1          Position and Duties. The Employee shall serve as the Corporation’s Chief Executive Officer subject to the control and direction of the Board with duties and responsibilities that are customary for such office(s), including, but not limited to, management and oversight of the President, the Chief Financial Officer, the General Counsel and the Human Resources Department. The Employee shall have such other powers and duties as may be reasonably agreed upon from time to time by the Employee and the Board.

3.2          Good Faith Efforts. The Employee will use his good faith efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. In determining whether or not the Employee has used his good faith efforts hereunder, the Corporation’s delegation of authority to other employees and all surrounding circumstances shall be taken into account and the Employee’s good faith efforts shall not be judged solely on the Corporation’s earnings or other results of the Employee’s performance.

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ARTICLE IV
TERM OF EMPLOYMENT; TERMINATION

4.1          Term. The Employee’s employment shall commence on the Employment Commencement Date and shall terminate on the three-year anniversary of the Employment Commencement Date (the “Initial Expiration Date”); provided, that on the Initial Expiration Date and on the last day of any subsequent extension to the term of this Agreement, the term of this Agreement automatically shall be extended for an additional one (1) year term unless either party gives written notice to the other not less than three (3) months prior to the end of the then current term that it does not desire to extend the term of this Agreement. Notwithstanding the foregoing, the Employee’s employment shall terminate upon the termination of this Agreement for any reason. The “Term” of this Agreement means the period from the Effective Date through the Initial Expiration Date, and includes any renewal term, subject in each case to the earlier termination of this Agreement for any reason.

4.2          Termination by the Corporation. The Corporation may terminate this Agreement at any time and for any reason or no reason at all. In the event of a termination of this Agreement by the Corporation without Cause, subject to the provisions of Section 4.7, the Corporation shall pay to the Employee the severance pay set forth in Section 4.6. For purposes of this Agreement, “Cause” means any of the following: (a) the Employee enters a plea of guilty or nolo contendere to, or is convicted of, a felony or any other criminal act involving moral turpitude, dishonesty, or theft; (b) the Employee has committed gross negligence, willful misconduct or a breach of his fiduciary duties in carrying out his duties hereunder; (c) the Employee materially breaches this Agreement and fails to cure such breach (in the event that such breach is capable of being cured) within 30 days following receipt of notice from the Corporation setting forth in reasonable detail the nature of such breach; (d) the Employee habitually uses drugs or alcohol and such use constitutes an abuse thereof; (e) the Employee engages in willful misconduct in the performance of his duties hereunder that (i) has a material adverse effect on the Corporation or (ii) constitutes a material violation of a policy adopted by the Board; or (f) the Employee engages in material dishonesty or fraud in the performance of his duties hereunder. Upon any termination of this Agreement by the Corporation for Cause, the Employee shall have no right to compensation or bonus payments under Sections 7.1 or 7.2 or to participate in any employee benefit programs (other than amounts previously earned but not yet paid and such programs as the Corporation is, by law, required to allow his participation).

4.3          Constructive Termination. In the event that (a) with or without a change in his title or formal corporate action, there shall be a material diminution in the nature or scope of the authorities, powers, functions, duties or responsibilities of the Employee set forth in Article III of this Agreement; (b) the Employee is not appointed to, or is removed from, the offices or positions provided for in Section 3.1 of this Agreement; (c) the Employee’s annual base salary is decreased by the Corporation; (d) at any time following the Employee’s initial permanent relocation at the request of the Corporation, the Corporation changes its headquarters greater than 30 miles from its then existing location without the Employee’s consent; (e) the Corporation fails to pay the Employee’s

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compensation or provide the Employee benefits when due; (f) the Corporation materially breaches this Agreement or the performance of its duties and obligations hereunder (including any failure to adopt an annual bonus plan in accordance with the provisions of Section 7.2), the Employee, by written notice delivered to the Corporation within 30 days of the event or occurrence constituting a constructive termination hereunder, may elect to deem his employment hereunder to have been terminated by the Corporation without Cause, provided that the Corporation shall have the right to cure any such constructive termination within 30 days of its receipt of such notice.

4.4          Death or Disability. Except for the Corporation’s obligations contained in this Section 4.4, this Agreement and the obligations of the Corporation hereunder will terminate upon the Employee’s death or Disability. For purposes of this Agreement, “Disability” shall mean that for a period of (6) six months in any twelve (12) month period, the Employee is incapable of substantially fulfilling his employment responsibilities and duties because of physical, mental or psychological incapacity resulting from injury, sickness or disease. Upon termination of this Agreement by reason of the Employee’s death or Disability, subject to the provisions of Section 4.7, the Corporation will pay in a lump sum payment to the Employee or his legal representative, as the case may be, an amount equal to one-half (1/2) of the Employee’s annual base salary as in effect immediately prior to the date of the Employee’s death or Disability.

4.5          Termination by the Employee. The Employee may terminate this Agreement and his employment with the Corporation at any time for any reason or no reason at all by giving the Corporation at least thirty (30) days’ prior written notice. The Corporation may relieve the Employee of any or all of his duties and responsibilities at any time following the giving of any such notice and such action will in no event constitute a constructive termination under Section 4.3 or termination by the Employee without Cause (provided, that the Employee shall be entitled to continue to be compensated in accordance with this Agreement through the date of termination). Upon any termination of this Agreement by the Employee pursuant to this Section 4.5, the Employee shall have no right to compensation or bonus payments under Sections 7.1 or 7.2 or to participate in any employee benefit programs (other than amounts previously earned but not yet paid and such programs as the Corporation is, by law, required to allow his participation).

4.6          Termination by the Corporation Without Cause.

(a)           In the event of a termination of this Agreement by the Corporation without Cause (other than in connection with a Change of Control or within nine months following a Change of Control), subject to the provisions of Section 4.7, the Corporation shall pay to the Employee, as severance pay, an amount equal to twelve (12) months of the Employee’s annual base salary as in effect immediately prior to such termination. Such severance pay shall be paid by the Corporation to the Employee in equal installments in accordance with the Corporation’s normal payroll practices.

(b)           In the event of a termination of this Agreement by the Corporation without Cause in connection with a Change of Control or within nine months following a Change

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of Control, subject to the provisions of Section 4.7, the Corporation shall pay in a lump sum payment to the Employee, as severance pay, an amount equal to twelve (12) months of the Employee’s annual base salary as in effect immediately prior to such termination.

(c)           The Corporation agrees that if this Agreement is terminated by the Corporation or in the event of the death or Disability of the Employee, (i) the Employee will immediately receive additional compensation consisting of any and all accrued and unpaid vacation pay, back wages accrued and accrued sick pay; (ii) except in the event of a termination for Cause, the Corporation will pay for the Employee’s health benefits under COBRA until employee becomes eligible for another employer’s health insurance or for eighteen (18) months, whichever occurs first; and (iii) the Corporation will provide to the Employee outplacement services, with a firm of the Employee’s discretion, at a cost not to exceed $15,000.

4.7          Release of the Corporation. As a condition to receiving the severance payments and benefits described herein, (1) the Employee or, in the event of the Employee’s death or Disability, the Employee’s legal representative shall be required to execute and deliver to the Corporation a general release of all claims, including, but not limited to, claims for wrongful termination, for employment discrimination under Title VII of the Civil Rights Act of 1964, as amended, and claims under the Americans with Disabilities Act of 1990, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Civil Rights Act of 1866, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974 and any equivalent state, local and municipal laws, rules and regulations, he or his estate or legal representatives may have against the Corporation and its Subsidiaries and Affiliates, and the officers, directors, shareholders and agents of each of them, in each case in such form as may be reasonably requested by the Corporation and (2) the Employee shall comply with any provisions of this Agreement that survive such termination. The provisions of this Section 4.7 shall survive any termination of this Agreement.

ARTICLE V
DEVOTION OF THE EMPLOYEE’S TIME TO DUTIES

The parties agree that the Employee will devote substantially full time during normal business hours (exclusive of periods of sickness and Disability and of such normal holiday and vacation periods as have been established by the Corporation) to the affairs of the Corporation; provided, however, that the Employee will be permitted to devote a limited amount of time, without payment therefore of salary and wages, to charitable or similar organizations and to such other businesses and/or investment activities as are not barred by the provisions of Article IX and which do not interfere with the provision of services hereunder.

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ARTICLE VI
OTHER COVENANTS OF EMPLOYEE

Business Opportunities. The Employee agrees to promptly present to the Corporation all potential opportunities for acquisitions, joint ventures and similar transactions in the cancer care radiation therapy sector, which are presented to the Employee during the Term as long as this Agreement is in effect.

ARTICLE VII
COMPENSATION AND EXPENSES

7.1          Salary. Commencing on the Employment Commencement Date, the Corporation shall pay the Employee an annual base salary of Four Hundred Fifty Thousand dollars ($450,000), which amount shall thereafter be reviewed by the Board or the Compensation Committee at the end of each fiscal year commencing with the fiscal year ending December 31, 2007. The Employee’s salary may also be increased from time to time in the discretion of the Board. The Corporation will pay the Employee his annual salary in accordance with the Corporation’s normal payroll practices.

7.2          Annual Bonus. The Employee shall be eligible to earn an annual bonus as determined by the Compensation Committee or Board. The bonus will be based upon the achievement by the Corporation of certain objectively determinable financial performance targets directly tied to revenue growth and EBITDA performance of the Corporation or such other objectives established by the Board or the Compensation Committee and approved by the Board. For each year of the Term, the Corporation shall adopt an annual bonus program affording the Employee an opportunity to earn bonuses equal to at least 75% of his annual base salary. For 2007, the Employee’s target Bonus will be determined in accordance with, and based upon, the current budget and incentive plan adopted by the Board in connection with current annual bonus program.

7.3          Signing Bonus. In recognition of the Employee’s assistance and advice during the period from the Effective Date through the Employment Commencement Date, and contingent upon the Employment Commencement Date being July 1, 2007, the Corporation will pay the Employee a signing bonus in the amount of Thirty-seven Thousand Five Hundred dollars ($37,500) as soon as practicable following the Employment Commencement Date.

7.4          Options. On or as soon as reasonably practicable following the Employment Commencement Date, and subject to approval by the Compensation Committee or Board, the Employee will receive an option to purchase 644,546 shares of Common Stock, at an exercise price of $3.50 per share, pursuant to the terms of Holdings’ Equity Incentive Plan (the “Stock Options”). Two-thirds of the Stock Options (the “Time Vesting Options”) shall vest over four (4) years and one-third of the Stock Options (the “Performance Vesting Options”) shall vest based on the rate of return received by the Equity Investors upon a Change of Control. 25% of the Time Vesting Options shall become vested and exerciseable on the first anniversary of the Employment Commencement Date and 1/36th of the total remaining number of shares subject to the

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Time Vesting Option shall vest on the same day of each month thereafter. The Performance Vesting Options shall vest as follows: 100% of the Performance Vesting Options shall vest upon the completion of a Change of Control (a) completed after the Employment Commencement Date and prior to the two-year anniversary of the Employment Commencement Date in which the consideration for each share of Common Stock is at least equal to 200% of the per share price paid by the Equity Investors in connection with the Merger (the “Initial Common Stock Price”), (b) completed on or after the two-year anniversary of the Employment Commencement Date and prior to the three-year anniversary of the Employment Commencement Date in which the consideration for each share of Common Stock is at least equal to 225% of the Initial Common Stock Price, (c) completed on or after the three-year anniversary of the Employment Commencement Date and prior to the four-year anniversary of the Employment Commencement Date in which the consideration for each share of Common Stock is at least equal to 250% of the Initial Common Stock Price, or (d) completed on or after the four-year anniversary of the Employment Commencement Date in which the consideration for each share of Common Stock is at least equal to 300% of the Initial Common Stock Price. The Stock Options shall expire one hundred and twenty (120) months from the date of grant.

7.5          Co-Investment. For a period of 60 days following the Employment Commencement Date, the Employee will have an opportunity to purchase Common Stock at $3.50 per share on the same terms and conditions as the Equity Investors.

7.6          Expenses. It is understood and agreed that the services required of the Employee by the Corporation will require the Employee to incur entertainment, travel and other expenses on behalf of the Corporation. The Corporation will reimburse or advance funds to the Employee for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Employee properly accounts for such expenses to the Corporation in accordance with the Corporation’s practices. Such reimbursement or advances will be made in accordance with policies and procedures of the Corporation in effect from time to time relating to reimbursement of our advances to executive officers.

7.7          Vacation. For each twelve (12) month period during the Term, the Employee will be entitled to five (5) weeks of vacation without loss of compensation or other benefits to which he is entitled under this Agreement (pro-rated as necessary for partial calendar years during the Term), to be taken at such times as the Employee may select and the affairs of the Corporation may permit.

7.8          Employee Benefit Programs. Without any reduction in the compensation to which the Employee is entitled under the provisions of Sections 7.1 and 7.2 (other than voluntary payment of the Employee’s share of premiums or plan contributions), during the Term the Employee will be entitled to participate in any health insurance, disability, sick leave, pension insurance or other employee benefit plan that is maintained at that time by the Corporation for its executive officers including programs of life and medical insurance for his family and reimbursement of membership fees in industry related professional organizations. During the Term, the Corporation shall maintain a policy of directors and officers’ liability insurance with policy limits and terms appropriate for the

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Corporation’s size and business activities, and shall ensure that the Employee is covered by such policy.

7.9          Automobile & Life Insurance. The Corporation shall provide the Employee with an after-tax automobile and life insurance allowance of $1,200 per month commencing on the Employment Commencement Date.

7.10        Denver Expenses and Office Accommodations. For a period of one (1) year following the Employment Commencement Date, the Corporation will provide the Employee with suitable office space in the Denver area to accommodate the Employee and one Executive Assistant. Pursuant to the Employee’s direction, the Corporation shall employ an Executive Assistant at a reasonable rate of compensation to assist and support the Employee in the performance of his duties pursuant to this Agreement. The leasing of office space and hiring of the Executive Assistant shall be subject to final Board approval. The Board in its sole discretion may also extend the period during which benefits are provided under this Section 7.10.

7.11        Living Accommodations and Relocation Costs. For a period of two (2) years following the Employment Commencement Date, and subject to final Board approval, the Corporation will provide the Employee with an appropriate corporate apartment near the Corporation’s headquarters in Newport Beach, California. In addition, in the event that the Employee relocates at the Corporations request, the Employee shall be provided with the appropriate office space, secretarial and clerical support located at the Corporation’s headquarters. The Corporation and the Employee also acknowledge and agree that in the event the Corporation requires the Employee to relocate, the Corporation agrees to pay all reasonable relocation expenses of the Employee up to a maximum amount of One Hundred Thousand dollars ($100,000). The Corporation agrees that upon presentation of documentation of such reasonable relocation expenses, that the Employee will be reimbursed in full for such amounts within fifteen (15) days. For purposes of this section, reasonable relocation expenses shall include: (a) airfare for his entire immediate family for one trip from the existing home location to the relocated home location; (b) round-trip airfare for the Employee and his spouse and other reasonable expenses incurred in connection with up to two trips from the existing home location to California for the purpose of locating a new permanent residence; (c) all reasonable closing costs related to the sale of the Employee’s residence, including broker commissions, title costs, tax stamps, document fees; and (c) reasonable moving and shipping costs for furniture and autos.

ARTICLE VIII
COVENANT OF CONFIDENTIALITY

The Employee acknowledges that during his employment he will learn and will have access to Confidential Information regarding the Corporation and its Affiliates. All records, files, materials and Confidential Information (excluding personal items obtained by the Employee in the course of his employment with the Corporation and that do not contain Confidential Information) are confidential and proprietary and shall remain the exclusive property of the Corporation or its Affiliates, as the case may be. The Employee will not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any Person or

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entity with which he may be associated or disclose any such Confidential Information to any Person for any reason or purpose whatsoever without the prior written consent of the Board unless such Confidential Information previously shall have become public knowledge through no action by or omission of the Employee.

ARTICLE IX
COVENANT NOT TO COMPETE

9.1          Covenant. Without limitation to any fiduciary or other legal responsibilities that the Employee may have to the Corporation, the Employee agrees that he will not, for as long as he is an employee of the Corporation directly or indirectly carry on, be engaged in, own, operate, control or participate in the ownership, management, operation or control of or have any financial interest in or otherwise be connected with, any Person, or business (whether as an employee, officer, director, agent, security holder, creditor, consultant, or otherwise) that is or may be engaged in any business activity that is the same as, similar to, or competitive (directly or indirectly) with any radiation oncology business engaged in by the Corporation and/or its Affiliates. Notwithstanding the foregoing, nothing herein shall be deemed or construed to, or shall bar or preclude the Employee from acquiring directly or indirectly not more than five percent (5%) of the securities, by value or voting power, in any publicly-traded company that engages in any activity competitive with any activity engaged in by the Corporation and/or any of its Affiliates.

9.2          Non-Solicitation. The Employee hereby agrees that during his employment with the Corporation and for a period of twelve (12) months following the termination of his employment, without the prior written consent of the Corporation, he shall not, on his own behalf or on behalf of any Person, directly or indirectly, hire or solicit the employment of any employee who has been employed by the Corporation and/or any of its Affiliates at any time during the six (6) months immediately preceding such date of hiring or solicitation.

9.3          Severability. The parties hereto agree that the covenants of non-competition contained herein are reasonable covenants under the circumstances. The parties intend that the covenant contained in Section 9.1 be construed as a series of separate covenants, one for each city, county, state, territory, possession or federal district of the United Sates covered by the covenant. Except for geographic coverage, each separate covenant will be considered identical in terms to the covenant contained in Section 9.1. If, in any judicial proceeding, a court refuses to enforce any of the separate covenants described in this Section 9.3, the unenforceable covenant will be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. The Employee agrees that any breach of the covenants contained in this Article IX would irreparably injure the Corporation. Accordingly, the Employee agrees that the Corporation, in addition to pursuing any other remedies it may have at law or in equity, shall be entitled to obtain an injunction against him from any court having jurisdiction over the matter, restraining any further violation of this Article IX and/or withhold any further payments due to the Employee.

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ARTICLE X
ASSIGNABILITY

The rights and obligations of the Corporation under this Agreement shall inure to the benefit of and be binding upon the successors or assigns of the Corporation. The Employee’s obligations hereunder may not be assigned or alienated and any attempt to do so by him will be void.

ARTICLE XI
MISCELLANEOUS PROVISIONS

11.1        Severance of Provision. If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

11.2        Notice and Address. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar receipted delivery, if mailed, postage prepaid, by certified mail return receipt requested (and in each case notice shall be deemed delivered and effective upon receipt thereof by the recipient), as follows:

To the Employee:	David S. Chernow
	4301 South Downing Street
	Englewood, CO 80113
To the Corporation:	General Counsel
	OnCURE Medical Corp
	610 Newport Center Drive, Suite 350
	Newport, California 92660

Or any current address if different from above, or to such other address as either of them, by notice to the other may designate from time to time.

11.3        Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

11.4        Arbitration of Disputes. In the event of any controversy or claim, whether based on contract, tort, statute, or other legal or equitable theory (including but not limited to any claim of fraud, misrepresentation, or fraudulent inducement) arising out of or related to this agreement, or any subsequent agreement between the parties

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(“dispute”) and if the dispute cannot be resolved by negotiation, the parties agree to submit the dispute to arbitration pursuant to this section and the then-current rules and supervision of the American Arbitration Association. The arbitration shall be held in Orange County, California at the office of the American Arbitration Association. Notwithstanding anything to the contrary herein, any party may seek injunctive relief for any breach or threatened breach of this Agreement or any provision of this Agreement from any court of competent jurisdiction.

11.5        Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof and any action or proceeding including that in arbitration as provided for in Section 11.4 of this Agreement, is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to an award by the court or arbitrator, as appropriate, of reasonable attorney’s fees, costs and expenses.

11.6        No Violations. The Employee hereby represents and warrants to the Corporation that the execution, delivery and performance of this Agreement does not violate or conflict with the terms of any other agreement to which the Employee is a party.

11.7        Withholdings. All payments to the Employee under this Agreement shall be reduced by all applicable withholding required by federal, state or local law.

11.8        Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations.

11.9        Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.

11.10      Code Section 280G. The foregoing notwithstanding, to the extent that the total amounts payable to the Employee under this Agreement or any other plan or agreement would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (as determined in good faith by the Corporation’s public accountants) then amounts payable under Section 4.6 shall be reduced to the extent necessary to avoid any such amounts constituting an excess parachute payment.

11.11      Code Section 409A. In the event that the Common Stock of the Corporation or Holdings becomes publicly-traded and in the event that any payments to the Employee under Section 4.6 constitute non-qualified deferred compensation subject

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to Code Section 409A, then the Corporation may delay payment of such amounts until the date that is 6 months and one day after the Employee’s termination of employment, to the extent required to comply with Code Section 409A.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Employee and the Corporation have executed this Agreement as of this 17 day of May, 2007.

THE CORPORATION
OnCURE Medical Corp.
By:	/s/ Jeffrey A. Goffman
	Jeffrey A. Goffman
	President

THE EMPLOYEE

/s/ David S. Chernow

David S. Chernow

4301 South Downing Street

Englewood, CO 80113

[Signature Page to Employment Agreement – David S. Chernow]

EX-10.15

Exhibit 10.15

FIRST ADDENDUM TO EMPLOYMENT AGREEMENT

This FIRST ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is made and entered into this 30th day of July, 2007 with an effective date of July 1, 2007 (the “Addendum Effective Date”) with reference to that certain Employment Agreement (the “Agreement”) dated May 17, 2007, by and between OnCURE Medical Corp. (the “Corporation”) and David S. Chernow (the “Employee”).

RECITALS

A.            The Employee serves as Chief Executive Officer of the Corporation.

B.            The Corporation owns, manages and intends to acquire additional entities, which provide (1) radiation therapy, medical oncology and related oncology services and (2) physician practice management services for medical and radiation oncologists.

C.            The Employee and the Corporation desire to amend the Agreement as set forth herein.

D.            Terms not defined in this Addendum shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and undertakings hereunder and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto do hereby agree as follows:

1.             Amendment. The Agreement shall be amended as follows:

Section 7.1            “Salary” is deleted in its entirety and replaced with the following:

“Section 7.1  Salary.  Commencing on the Employment Commencement Date, the Corporation shall pay the Employee an annual base salary of Five Hundred Thousand dollars ($500,000), which amount shall thereafter be reviewed by the Board or the Compensation Committee at the end of each fiscal year commencing with the fiscal year ending December 31, 2007. The Employee’s salary may also be increased from time to time in the discretion of the Board. The Corporation will pay the Employee his annual salary in accordance with the Corporation’s normal payroll practices.”

Section 7.2            “Annual Bonus” is deleted in its entirety and replaced with the following:

“Section 7.2  Annual Bonus.  The Employee shall be eligible to earn an annual bonus as determined by the Compensation Committee or Board. The bonus will be based upon the achievement by the Corporation of certain objectively determinable financial performance targets directly tied to revenue growth and EBITDA performance of the Corporation or such other objectives established by the Board or the Compensation Committee and approved by the Board. For each year of the Term, the Corporation shall adopt an annual bonus program affording the Employee an opportunity to earn bonuses equal to 100% of his annual base salary. Notwithstanding the foregoing, the Executive’s bonus for 2007 (i.e., $250,000 which is pro-rated for six months of service in 2007) shall be based upon the following criteria:

(a)50% of the 2007 bonus ($125,000) shall be earned and payable in accordance with the terms and conditions of the Corporation’s 2007 Executive Incentive Plan based upon the Corporation earning $30.5 million of EBITDA for 2007; provided, however, certain expenses not budgeted during the 2007 budgeting process such as incremental salary and benefit expenses (i.e., CFO, CIO and VP of Recruiting); the engagement of The Breakaway Group; Delaware franchise taxes related to the 2006 formation of Holdings; the additional expense/accrual related to the change in auditors; and the amount of 2006 discretionary bonuses paid in excess of the 2006 bonus accrual shall be excluded from the calculation of EBITDA for 2007; and

(b)50% of the 2007 bonus ($125,000) shall be based upon Executive’s successful completion of the following by December 31, 2007:

(i)hiring of a new Chief Financial Officer ($41,667);

(ii)identifying and securing the commitment of a qualified radiation oncologist to become the Corporation’s Medical Director ($41,667); and

(iii)delivery to the Board of a written strategic plan for the Corporation ($41,667).”

Section 7.4            “Options” is amended by deleting the first sentence thereof and replacing it with the following:

“On or as soon as reasonably practicable following the Employment Commencement Date, and subject to approval by the Compensation Committee or Board, the Employee will receive an option to purchase 773,574 shares of Common Stock, at an exercise price of $3.50 per share, pursuant to the terms of Holdings’ Equity Incentive Plan (the “Stock Options”).”

2.             General Provisions.

2.1.          Reference to and Effect on the Agreement. This Addendum modifies the Agreement to the extent set forth herein, is hereby incorporated by reference into the Agreement and made a part thereof. Except as specifically amended by this Addendum, the Agreement shall

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remain in full force and effect and is hereby ratified and confirmed. The execution, delivery and performance of this Addendum shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties to the Agreement.

2.2.          Governing Law.   This Addendum shall be governed by, and construed and enforced in accordance with, the laws of the State of California.

2.3.          Captions.   The captions or headings in this Addendum are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Addendum.

2.4.          Severability.   The provisions of this Addendum shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Addendum shall be effective and binding upon the parties.

2.5.          Counterparts.   This Addendum may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. Delivery of a copy of this Addendum bearing an original signature by facsimile transmission or by electronic mail in “portable document format” shall have the same effect as physical delivery of the paper document bearing the original signature.

2.6.          Parties in Interest.   Nothing expressed or implied in this Addendum is intended or shall be construed to confer upon or give to any Person other than the parties hereto any rights or remedies under or by reason of this Amendment or any transaction contemplated hereby.

2.7.          No Prejudice.   This Agreement has been jointly prepared by the parties hereto and the terms hereof shall not be construed in favor of or against any party on account of its participation in such preparation.

(Remainder of page intentionally left blank.)

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IN WITNESS WHEREOF, the parties hereby execute this Addendum as of the Addendum Effective Date.

ONCURE MEDICAL CORP.
By:	/s/ Russell D. Phillips, Jr.
Name:	Russell D. Phillips, Jr.
Title:	Executive Vice President and General Counsel
EMPLOYEE
By:	/s/ David S. Chernow
Name:	David S. Chernow

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EX-10.16

Exhibit 10.16

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This second amendment (the “Amendment”) to the Employment Agreement by and between Oncure Medical Corp. (the “Corporation”) and David S. Chernow (the “Employee”), dated as of December 17, 2008, is hereby made and entered into effective as of December 17, 2008, by and between the Corporation and the Employee.

WHEREAS, the Corporation and the Employee entered into the Employment Agreement dated as of May 17, 2007 (the “Agreement”); and

WHEREAS, the Corporation and the Employee desire to amend the Agreement to conform the Agreement to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and Internal Revenue Service guidance thereunder.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties set forth in this Amendment, and other good and valuable consideration, the parties hereto, intending to be legally bound, agree as follows:

1.             Section 11.11 of the Agreement is hereby amended in its entirety to read as follows:

11.11.             Compliance with Section 409A of the Internal Revenue Code.

(a)  All payments of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code (together with Department of Treasury regulations and other official guidance issued thereunder, “Section 409A”)) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. No party individually or in combination with any other may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A.

(b)  Unless otherwise expressly provided, any payment of compensation by the Corporation to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (21/2 months) after the end of the later of the calendar year or the Corporation’s fiscal year in which the Employee’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A). Such amounts shall not be aggregated with any other payments and shall not be subject to the requirements of subsection (d) below applicable to “nonqualified deferred compensation.”

(c)  Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Employee’s termination of employment, all references to the Employee’s termination of employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a

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“Separation from Service”), and the Employee shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service with respect to the Employee. If this Section 11.11(c) applies, such payments or benefits that are subject to Section 409A shall be paid (or, in the event of any installment payments, shall commence to be paid) on the date that the Corporation determines within sixty (60) days following the date of the Employee’s Separation from Service.

(d)  Notwithstanding anything in Section 11.11(c) to the contrary, if the Employee is a “specified employee” on the date of the Employee’s Separation from Service, any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) shall be delayed in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, and any such delayed payment shall be paid to the Employee in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service, or (ii) the Employee’s death. To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A.

(e)  Section 11.11(d) above shall not apply to that portion of any amounts payable upon a Separation from Service which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Employee’s annualized compensation from the Corporation for the calendar year immediately preceding the calendar year during which the Separation from Service occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code for the calendar year during which the Separation from Service occurs.

(f)  With respect to any continuation healthcare coverage provided under the Agreement, if during the period of continuation coverage, any plan pursuant to which such benefits are provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to the Employee as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period.

(g)  With respect to any reimbursements or in-kind benefits, such reimbursements or benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the following: (i) in no event shall such benefits or reimbursements be provided later than the last day of the Employee’s taxable year following the taxable year in which the expense was incurred or obligation arose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year of the Employee, and (iii) the right to reimbursements or in-kind benefits is not subject to liquidation or exchange for another benefit.

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(h)  For purposes of this Agreement any installment payments made on separate dates shall be treated as a series of separate and distinct payments for purposes of Section 409A.

(i)  If the parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, the Employee and the Corporation agree to amend this Agreement, or take such other actions as the Employee and the Corporation deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to the Employee under this Agreement. If any provision of the Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

2.             The Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with the terms and conditions thereof. This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.

Oncure Medical Corp.
By:	/s/ Russell D Phillips, Jr.
Name:	Russell D Phillips, Jr.
Title:	EVP & General Counsel
Employee
/s/ David S. Chernow
Name: David S. Chernow

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EX-10.17

Exhibit 10.17

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 1st day of March, 2009 (the “Amendment Effective Date”) with reference to that certain Employment Agreement (the “Agreement”) dated May 17, 2007, by and between Oncure Medical Corp. (the “Corporation”) and David S. Chernow (the “Employee”).

RECITALS

A.            The Employee serves as President and Chief Executive Officer of the Corporation.

B.            Section 7.1 of the Agreement provides that the Corporation shall pay the Employee an annual base salary of $500,000, which thereafter shall be reviewed by the Board or the Compensation Committee at the end of each fiscal year.

C.            Section 4.3 of the Agreement provides that in the event specified items occur, including, but not limited to, a decrease in the Employee’s base salary by the Corporation, such events shall constitute a constructive termination and the Employee may elect to deem his employment terminated by the Corporation without Cause.

D.            The Employee and the Corporation desire to amend the Agreement as set forth herein to provide for a temporary reduction in the Employee’s base salary along with a waiver by the Employee of any claim against the Corporation related to constructive termination under the Agreement with respect to the temporary reduction in the Employee’s base salary.

E.             Terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and undertakings hereunder and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto do hereby agree as follows:

1.             Amendment. The Agreement shall be amended as follows:

Section 7.1            “Salary”, is amended by adding the following new sentences:

“Notwithstanding the foregoing, from the Amendment Effective Date through December 31, 2009 the Corporation shall pay the Employee an annual base salary of $457,213 (the “Temporary Reduction”). Effective January 1, 2010, the Corporation shall pay the Employee an annual base salary equal to the annual base salary in effect immediately prior to the Amendment Effective Date. The Compensation Committee shall review the Corporation’s performance on a quarterly basis during 2009 and reinstate the base salary in effect immediately prior to the Amendment Effective Date, if appropriate.”

Section 4.6            “Termination by the Corporation Without Cause”, is amended by adding new subsections (e) and (f):

“(e)         The Employee hereby consents to the Temporary Reduction in base salary and fully releases the Corporation from any claim of constructive discharge and/or termination without Cause under the Agreement based upon the temporary reduction in base salary.

(f)            In the event the Employee is terminated without Cause on or after the Amendment Effective Date through December 31, 2009, the severance pay due to the Employee under this Section 4.6 shall be based upon the Employee’s annual base salary immediately in effect prior to the Amendment Effective Date.”

2.             General Provisions.

2.1.          Reference to and Effect on the Agreement. This Amendment modifies the Agreement to the extent set forth herein, is hereby incorporated by reference into the Agreement and made a part thereof. Except as specifically amended by this Amendment or prior amendments, the Agreement shall remain in full force and effect and is hereby ratified and confirmed. The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties to the Agreement.

2.2.          Governing Law. This Amendment and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations.

2.3.          Captions. The captions or headings in this Amendment are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Amendment.

2.4.          Severability. The provisions of this Amendment shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Amendment shall be effective and binding upon the parties.

2.5.          Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. Delivery of a copy of this Amendment bearing an original signature by facsimile transmission or by electronic mail in “portable document format” shall have the same effect as physical delivery of the paper document bearing the original signature.

2.6.          Parties in Interest. Nothing expressed or implied in this Amendment is intended or shall be construed to confer upon or give to any Person other than the parties hereto any rights or remedies under or by reason of this Amendment or any transaction contemplated hereby.

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2.7.       No Prejudice.  This Amendment has been jointly prepared by the parties hereto and the terms hereof shall not be construed in favor of or against any party on account of its participation in such preparation.

IN WITNESS WHEREOF, the parties hereby execute this Amendment as of the Effective Date.

ONCURE MEDICAL CORP.
By:	/s/ Russell D. Phillips, Jr.
Name:	Russell D. Phillips, Jr.
Title:	Executive Vice President and General Counsel
EMPLOYEE
By:	/s/ David S. Chernow
Name:	David S. Chernow

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EX-10.18

Exhibit 10.18

Oncure Medical Corp.
188 Inverness Drive West
Suite 650
Englewood, CO 80112

February 19, 2010

Via Electronic Mail & U.S. First Class Mail

Mr. David S. Chernow

7100 E. Crestline Avenue

Greenwood Village, CO 80111

Dear David:

This letter confirms the agreement between Oncure Medical Corp. (the “Company”) and you regarding the terms of your separation from the Company effective as of February 26, 2010 (the “Separation Date”).

1.Resignation of Title and Position. As of the Separation Date, you hereby resign as President and Chief Executive Officer of the Company and confirm your resignation of all other positions that you hold as an employee or officer with the Company and any of its affiliates and all positions that the you hold on the Board of Directors of OnCure Holdings, Inc. (“Holdings”), and on the Boards of Directors of any of Holdings’ subsidiaries, and any and all committees thereof, and the Company confirms its acceptance of such resignations. Your separation from the Company on the Separation Date shall constitute a termination of your employment pursuant to Section 4.6 of the Employment Agreement by and between you and the Company dated May 17, 2007, as amended (the “Employment Agreement”).

2.Severance Pay and Benefits. As of the Separation Date, you will be entitled to receive (a) all wages accrued through that date, including all accrued, unused vacation in a lump sum, (b) $508,000 equal to the sum of one year of your current base salary, payable on the Company’s normal payroll periods over a period of one year, (c) in lieu of any amounts otherwise earned under the 2009 annual bonus plan, $100,000 payable in a lump sum at the same time the 2009 annual bonus payments are made to the executives of the Company, and (d) at the Company’s expense, continued health insurance coverage pursuant to “COBRA” for a period of up to twelve (12) months following the Separation Date or until the date Executive is no longer eligible for “COBRA” continuation coverage, whichever is earlier, (the “Severance Benefits”). In addition, you shall be permitted to keep possession of the Company provided computers and related monitors currently at your residence and your Company provided blackberry; provided, however, that all such devices shall be delivered to the Company and all confidential Company information and proprietary software shall be deleted from such devices to the Company’s satisfaction, and any ongoing carrier charges for blackberry service shall solely be your responsibility following the Separation Date. All payments and benefits made pursuant to this

Section 2 shall be net of applicable taxes and other authorized withholding. All payments and benefits outlined in this Section 2 are in satisfaction of the Company’s obligations under Colorado wage payment laws and shall constitute full and complete satisfaction of any and all amounts properly due and owing to you as a result of your employment, or termination thereof, with the Company and any subsidiary or affiliate of the Company and pursuant to the terms of the Employment Agreement. The payments made pursuant to subsections (b) through (d) of this Section 2 are made in consideration for your compliance with the Conditions for Receiving Severance set forth in Section 5 of this agreement (including the Release) and with Section 8 of this agreement. You acknowledge that you are not entitled to a pro rata Annual Bonus (as defined in the Employment Agreement) with respect to 2010.

3.Transaction Bonus. In the event the Company consummates a merger or other business combination transaction with Alliance HealthCare Services on or before June 30, 2010, and Genstar Capital Partners IV, L.P. and/or its affiliates receive proceeds, net of any fees or expenses, from such transaction in excess of 1.3 times their cumulative investment in the Company, then the Company shall pay to you a one time transaction bonus of $100,000, payable in a lump sum within 30 days of the closing of such transaction (the “Transaction Bonus”). The value of any publicly traded securities received as proceeds in the transaction shall be valued based on the average closing price per share of such securities over the thirty (30) days immediately preceding the closing date of the transaction and any other non-cash proceeds shall be valued as determined by the Company’s board of directors in good faith. All payments made pursuant to this Section 3 shall be net of applicable taxes and other authorized withholding.

4.Stock Options. All unexercised Options to purchase shares of Holdings common stock held by you as of the date hereof (“Options”) will expire immediately upon the Separation Date, whether or not vested as of the Separation Date. You hereby covenant and agree that you will not exercise any of the vested Options prior to the Separation Date.

5.Conditions for Receiving Severance and Transaction Bonus. Pursuant to the terms of the Employment Agreement, and as a condition for eligibility to receive the Transaction Bonus and the Severance Benefits and other benefits of Section 2, you must do the following:

a)On or before the Separation Date, except as provided in Section 2, return all Company property in your possession, including, without limitation, (i) all Company-issued computer equipment and related accessories, including all storage devices; and (ii) all documents containing employee personal data (including but not limited to wages, salaries, social security numbers or medical information) and customer documents, whether in electronic or hard copy form;

b)Cooperate with the Company in a professional manner to transition duties and responsibilities;

c)Sign and return this agreement and the attached Release of Claims (the “Release”) no later than March 11, 2010 in the envelope provided and not revoke the Release within the seven day revocation period contained therein; and

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d)Comply with the requirements of Section 9.

6.Maintaining Confidential information. You agree that you will not disclose any privileged or confidential information that you acquired while employed with the Company to any other person, or use such information in any manner that is detrimental to the Company’s or its customer’s interests. Nothing herein is intended to prohibit you from responding to a lawfully issued subpoena or other legal process.

7.Non-Disparagement/References. You agree not to disparage or otherwise communicate negative statements or opinions about the Company, its customers, owners, employees or business. The Company agrees to instruct its officers and directors to not disparage or otherwise communicate negative statements or opinions about you. If contacted by prospective employers, the Company will provide, consistent with its standard policy, your job title and dates of employment.

8.Cooperation. In addition to your duties under Section 5 b), you agree that following your Separation Date you will provide reasonable cooperation to the Company, its subsidiaries, officers, employees, directors and their successors and assigns at mutually agreeable times and places in response to requests made by the Company or its attorneys in matters relating to internal investigations, external investigations and/or judicial or administrative proceedings arising out of or relating in any way to any facts known by you, including but not limited to reasonable cooperation with the Company’s independent accounting firm or firms as well as reasonable participation in conferences and meetings, assisting counsel, being available for interviews and depositions, providing documents or information, aiding in analysis of documents, testifying or complying with any other reasonable requests by the Company. The Company shall reimburse you for all pre-approved expenses reasonably incurred by you in compliance with this Section.

9.Restrictive Covenants. The restrictive covenants contained in Article IX of the Employment Agreement (the “Restrictive Covenants”) shall remain in full force and effect, and are incorporated by reference herein as if fully set forth herein.

10.Investor Rights Agreement. You acknowledge and agree that that certain Investor Rights Agreement entered into as of August 18, 2006 by and among you, Holdings and certain of its stockholders which are parties thereto (the “Investor Rights Agreement”), as amended, shall remain in full force and effect, and is incorporated by reference herein as if fully set forth herein.

11.Breach of Covenants. In the event that you breach or threaten to breach the covenants set forth in Sections 6,7,8, 9 or 10, you acknowledge that the Company, will have no adequate remedy at law and will be irreparably harmed and, therefore, you agree that the Company shall be entitled to injunctive relief to prevent any breach or threatened breach and that the Company shall be entitled to specific performance of the terms of Sections 5,6,7,8 or 9 in addition to any other legal or equitable remedy it may have in each case without the posting of any bond or proving actual damages.

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12.Enforcement; Arbitration. Except for an action seeking injunctive relief with Section 8 or the Release, all disputes, controversies, or claims based upon, relating to, or arising from your employment by the Company or the terms, interpretation, performance, breach, or arbitrability of this agreement or the Release (other than workers’ compensation claims) shall be settled through final and binding arbitration. Unless you and the Company mutually agree otherwise, the arbitration shall be conducted by a single neutral arbitrator before the Judicial Arbitration and Mediation Service (“JAMS”), in accordance with its applicable rules. The arbitration shall be commenced by filing a demand for arbitration with JAMS within 14 (fourteen) days after the filing party has given notice of such breach to the other party. Judgment on the award the arbitrator renders may be entered in any court having jurisdiction over the parties. Arbitration may be compelled and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. §1, et seq. Arbitration shall be conducted in Denver, Colorado.

13.Choice of Law. This agreement shall in all respects be governed and construed in accordance with the laws of the State of Colorado, including all matters of construction, validity and performance, without regard to conflicts of law principles.

14.Severability. The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. If for any reason any portion of this agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that the remaining portions of this agreement shall remain in full force and effect and that such court, upon the request of the Company, may construe and/or modify such invalid or unenforceable portion in a valid and enforceable manner that most closely reflects the effect and intent of the original language.

15.Voluntary and Knowing Agreement. You represent that you have thoroughly read and considered all aspects of this agreement, that you understand all of its provisions and that you are voluntarily entering into this agreement.

16.Entire Agreement; Amendment. This agreement and the Release set forth the entire agreement between you and the Company and supersede any and all prior and contemporaneous oral or written agreements or understandings between you and the Company concerning the subject matter. This agreement may not be altered, amended or modified, except by a further written document signed by you and the Company.

17.Execution in Counterparts. This agreement may be executed in counterparts with the same force and effectiveness as though executed in a single document.

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If you agree to the above terms, please date and sign the enclosed copy of this letter in the places indicated below and return that copy along with a signed and dated Release no later than March 11, 2010.

		Respectfully,
		Oncure Medical Corp.
		By:	/s/ L. Duane Choate
			L. Duane Choate
			Its: President & CEO
Accepted and agreed.
/s/ David S. Chernow
David S. Chernow
Date:	2/19/2010

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WAIVER AND RELEASE OF CLAIMS

This Waiver and Release of Claims (the “Release”) is given as required under the terms of that certain Employment Agreement by and between David S. Chernow (the “Executive”) and Oncure Medical Corp. (the “Company”) dated May 17, 2007, as amended (the “Employment Agreement”) and the letter agreement between the Company and Executive dated February 19, 2010 (the “Letter Agreement”).

(1)           In consideration of the separation pay and benefits to be provided to Executive under-the terms of the Employment Agreement and Letter Agreement, Executive, on behalf of himself and his heirs, executors, administrators, attorneys and assigns; hereby waives, releases and forever discharges Oncure Medical Corp. (the “Employer”) and the Employer’s parents, subsidiaries, whether direct or indirect, and their joint ventures and joint venturers at the time of Executive’s termination (“Affiliates),(including the Employer’s and Affiliates’ respective directors, officers, employees, shareholders, partners and agents, past, present, and future), and each of the Employer’s and Affiliates’ respective successors and assigns (hereinafter collectively referred to as “Releasees”), from any and all known or unknown actions, causes of action, claims or liabilities of any kind which have or could be asserted against the Releasees arising out of or related to Executive’s employment with and/or separation from employment with the Employer and/or any of the Releasees and/or arising out of or relating to any other occurrence up to and including the date of this Waiver and Release Agreement, including but not limited to:

(a)           claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Act, as amended (the “ADEA”), the Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, and/or any other federal, state, municipal, or local employment discrimination statutes or ordinances (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status) and/or

(b)           claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or

(c)           any other claim whatsoever including, but not limited to, claims for severance pay, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim whatsoever arising out of or relating to Executive’s employment with and/or separation from employment with the Employer and/or any of the other Releasees,

but excluding (i) any claims which Executive may make under state worker’s compensation or unemployment laws, (ii) any claims for indemnity as an officer of Employer or any Releasee that Executive may have by law, under the bylaws or articles of incorporation of Employer or any Releasee, or pursuant to any directors and officers liability insurance, (iii) any claim to enforce the terms of the Employment Agreement or

any consideration to be received by Executive thereunder and/or (iv) claims which by law Executive cannot waive (collectively subsections (i), (ii), (iii) and (iv) are the “Excluded Claims”).

(2)           Executive also agrees never to sue any of the Releasees or become party to a lawsuit on the basis of any claim of any type whatsoever arising out of or related to Executive’s employment with and/or separation from employment with the Employer and/or any of the other Releasees, other than a suit to challenge this Waiver and Release agreement under ADEA or any suit for the Excluded Claims.

(3)           Executive further acknowledges and agrees that if Executive breaches the provisions of paragraph (2) above, then (a) the Employer shall be entitled to apply for and receive an injunction to restrain any violation of paragraph (2) above, (b) the Employer shall not be obligated to continue  payment of the separation  pay and availability of separation benefits, if  any, to Executive, (c) Executive shall be obligated to pay to the Employer its costs and expenses in enforcing this Waiver and Release Agreement and defending against such lawsuit (including court costs, expenses and reasonable legal fees) and (d) as an alternative to (c), at the Employer’s option, Executive shall be obligated upon demand to repay to the Employer all but $100 of the separation benefits, if any, paid or made available to Executive pursuant to the Employment Agreement or Letter Agreement, and the foregoing covenants in this paragraph (3) shall not affect the validity of this Waiver and Release Agreement and shall not be deemed to be a penalty or a forfeiture.

(4)           Executive further waives his right to any monetary recovery should any federal, state or local administrative agency pursue any claims on Executive’s behalf arising out of or related to Executive’s employment with and/or separation from employment with the Employer and/or any of the other Releasees.

(5)           Executive further waives, releases, and discharges Releasees from any reinstatement rights which Executive has or could have and Executive acknowledges that he has not suffered any on-the-job injury for which he has not already filed a claim.

(6)           Executive further agrees that if he breaches the covenants set forth in Article IV of the Employment Agreement (the “Covenants”), then (a) the Employer shall be entitled to apply for and receive an injunction to restrain any such breach, (b) the Employer shall not be obligated to continue payment of the separation pay and availability of separation benefits, if any and (c) Executive shall be obligated to pay to the Employer its costs and expenses in enforcing the Covenants (including court costs, expenses and reasonable legal fees).

(7)           Executive acknowledges that he has been given at least twenty-one (21) days to consider this Waiver and Release Agreement thoroughly and was encouraged to consult with an attorney, if desired, before signing below.

(8)           Executive understands that Executive may revoke this Waiver and Release Agreement within seven (7) days after its signing and that any revocation must be made in writing and submitted within such seven day period to the Employer. Executive further

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understands that if he revokes this Waiver and Release Agreement, he shall not receive the separation pay nor, if applicable, any separation benefits.

(9)           Executive also understands that the separation pay and, if applicable, separation benefits which Executive will receive in exchange for signing and not later revoking this Waiver and Release Agreement are in addition to anything of value to which Executive is already entitled.

(10)         EXECUTIVE FURTHER UNDERSTANDS THAT THIS WAIVER AND RELEASE AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS TO DATE.

(11)         Executive acknowledges and agrees that if any provision of this Waiver and Release Agreement is found, held, or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or controlling law, the remainder of the Waiver and Release Agreement shall continue in full force and effect.

(12)         This Waiver and Release Agreement is deemed made and entered into in the State of Colorado without giving effect to its choice of laws provisions, and in all respects shall be interpreted, enforced and governed under applicable federal law and in the event reference shall be made to state law, the internal laws of the State of Colorado. Any dispute under this Waiver and Release Agreement shall be adjudicated by a court of competent jurisdiction in the State of Colorado.

(13)         Executive further acknowledges and agrees that he has carefully read and fully understands all of the provisions of this Waiver and Release Agreement and that he voluntarily enters into this Waiver and Release Agreement by singing below.

David S. Chernow

/s/ David S. Chernow

(Signature)

March 1, 2010

(Date)

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EX-10.19

Exhibit 10.19

ONCURE HOLDINGS, INC.

EQUITY INCENTIVE PLAN

Article I.Purpose; Definitions.

Section 1.01Purpose.  The purpose of the Plan is to provide selected eligible employees and directors of, and consultants and independent contractors to, OnCure Holdings, Inc., a Delaware corporation (the “Company”), its subsidiaries and affiliates an opportunity to participate in the Company’s future by offering them equity based incentives in the Company so as to retain, attract and motivate such employees, directors, consultants and independent contractors.

Section 1.02Definitions.  For purposes of the Plan, the following terms have the following meanings:

(a)“Administrator” means the Board or any committee thereof appointed pursuant to Section 2.01 to administer the Plan.

(b)“Affiliate” means a parent or subsidiary corporation, as defined in the applicable provisions (currently Section 424) of the Code.

(c)“Board” means the Board of Directors of the Company.

(d)“Change of Control” shall mean and include each of the following: (i) the acquisition, in one or more simultaneous transactions or a series of related transactions, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by any Person or any group of Persons who constitute a group (within the meaning of Section 13d-3 of the Exchange Act), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Affiliate of the Company or (B) a Person or group in which the Controlling Stockholders control, directly or indirectly, 50% or more of the voting power immediately following the transaction, of any securities of the Company such that, as a result of such acquisition, such Person or group beneficially owns (within the meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, 50% or more of the Company’s outstanding voting securities entitled to vote on a regular basis for a majority of the members of the Board; (ii) a change in the composition of the Board such that a majority of the members are not Continuing Directors (except in the case of a capital raising financing transaction by the Company); and (iii) the sale of all or substantially all of the Company’s assets to an entity in which the Controlling Stockholders of the Company do not control, directly or indirectly, 50% or more of the voting power immediately following the transaction.  Notwithstanding the foregoing, no Change of Control shall result by reason of a firm

commitment underwritten public offering by the Company of shares of its common stock pursuant to a registration statement on Form S-1, or any successor form, under the Securities Act of 1933.

(e)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor law.

(f)“Commission” means the Securities and Exchange Commission and any successor agency.

(g)“Company” means OnCure Holdings, Inc., a Delaware corporation.

(h)“Continuing Director” shall mean, as of any date of determination, any member of the Board who (a) was a member of the Board on August 18, 2006, or (b) was nominated for election or elected to the Board with the affirmative vote of at least two-thirds (2/3) of the Continuing Directors who were members of the Board at the time of such nomination or election.

(i)“Controlling Stockholders” means Genstar Capital Partners IV, L.P., a Delaware limited partnership, and Stargen IV, L.P., a Delaware limited partnership and any affiliate thereof.

(j)“Disability” means that the Optionee qualifies to receive long-term disability payments under the Company’s long-term disability insurance program, as it may be amended from time to time, or, if the Optionee has an employment agreement, the definition of the term provided in such employment agreement.

(k)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor law.

(l)“Fair Market Value” means as of any given date:

(i)If the Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Market, the closing sales price for the Stock or the closing bid if no sales were reported, as quoted on such system or exchange (or the largest such exchange) for the date the value is to be determined (or if there are no sales for such date, then for the last preceding business day on which there were sales), as reported in The Wall Street Journal or similar publication.

(ii)If the Stock is regularly quoted by a recognized securities dealer but selling prices are not reported,

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the mean between the high bid and low asked prices for the Stock on the date the value is to be determined (or if there are no quoted prices for the date of grant, then for the last preceding business day on which there were quoted prices).

(iii)In the absence of an established market for the Stock, as determined in good faith by the Administrator.

(m)“Immediate Family” means parents, siblings, spouse and issue, spouses of such issue and any trust for the benefit of, or the legal representative of, any of the preceding persons, or any partnership substantially all of the partners of which are one or more of such persons or the optionee or any limited liability company substantially all of the members of which are one or more of such persons or the optionee.

(n)“Incentive Stock Option” means any Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

(o)“Non-Qualified Stock Option” means any Option that is not an Incentive Stock Option.

(p)“Option” means an option granted under Article V.

(q)“Option Agreement” means, with respect to each Option, the signed written agreement between the Company and the Plan participant setting forth the terms and conditions of the Option.

(r)“Person” means any individual, partnership, limited liability company, corporation, trust, joint venture, unincorporated organization, other legal entity, government or agency or political subdivision thereof.

(s)“Plan” means this OnCure Holdings, Inc. Equity Incentive Plan, as amended from time to time.

(t)“Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act, as amended from time to time, and any successor rule.

(u)“Stock” means the Common Stock, $.001 par value of the Company, and any successor security.

(v)“Subsidiary” has the meaning set forth in Section 424 of the Code.

(w)“Termination” means, for purposes of the Plan, with respect to a participant, that the participant has ceased to be, for any reason, an

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employee or director of, or a consultant or independent contractor to, the Company, a Subsidiary or an Affiliate.

Article II.Administration.

Section 2.01Administrator.  The Plan shall be administered by the Administrator.  For purposes of this Plan, the “Administrator” shall be the Board, unless the Board appoints a committee thereof to act in such capacity.  Appointment of committee members shall be effective upon acceptance of appointment.  Committee members may resign at any time by delivering written notice to the Board.  Vacancies in the committee shall be filled by the Board.  The Administrator may act only by a majority of its members, except that the Administrator (i) may authorize any one or more of its members or any officer of the Company to execute and deliver documents on behalf of the Administrator and (ii) so long as not otherwise required for the Plan to comply with Rule 16b-3 (unless the Administrator determines that Rule 16b-3 is not applicable to the Plan), may delegate to one or more officers or directors of the Company authority to grant Options to persons who are not subject to Section 16 of the Exchange Act with respect to Stock.

Section 2.02Authority.  The Administrator shall grant Options to such individuals as the Administrator shall determine from time to time including but not limited to employees, directors, independent contractors and consultants.  In particular and without limitation, the Administrator, subject to the terms of the Plan, shall:

(a)select the individuals to whom Options may be granted;

(b)determine whether and to what extent Options are to be granted under the Plan; and

(c)determine the terms and conditions of any Option granted consistent with this Plan, based upon factors determined by the Administrator.

Section 2.03Administrator Determinations Binding.  The Administrator may adopt, alter and repeal administrative rules, guidelines and practices governing the Plan as it from time to time shall deem advisable, interpret the terms and provisions of the Plan, any Option and any Option Agreement and otherwise supervise the administration of the Plan.  Any determination made by the Administrator pursuant to the provisions of the Plan with respect to any Option shall be made in its sole discretion at the time of the grant of the Option or, unless in contravention of any express term of the Plan or Option, at any later time.  All decisions made by the Administrator under the Plan shall be binding on all persons, including the Company and Plan participants.

Article III.Shares Subject to Plan.

Section 3.01Number of Shares.  The total number of shares of Stock reserved and available for issuance pursuant to Options under the Plan shall equal 5,025,229 shares.  Such shares may consist, in whole or in part, of authorized and unissued shares or shares reacquired in private transactions or open market purchases, but all shares issued under the Plan regardless of

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source shall be counted against the foregoing share limitation.  If any Option terminates or expires without being exercised in full, the shares issuable under such Option shall again be available for grant as Options.

Section 3.02Adjustments.  In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, spin-off, sale of substantial assets or other change in corporate structure affecting the Stock, such substitution or adjustments shall be made in the aggregate number of shares of Stock reserved for issuance under the Plan, in the number and exercise price of shares subject to outstanding Options, as may be determined to be appropriate by the Administrator, in its sole discretion; provided, that the number of shares subject to any Option shall always be rounded down to the nearest whole number.  With respect to Options intended to qualify as Incentive Stock Options no adjustments shall be authorized pursuant to this Section 3.02 or any other provision of the Plan to the extent that such adjustment would cause the Option to fail to so qualify.

Section 3.03Assumed Options.Notwithstanding anything contained in this Plan to the contrary, in the case of any Option granted in substitution for an award of a company or business acquired by the Company or a Subsidiary or Affiliate, (i) shares of Stock issued or issuable in connection with such substitute Option shall not be counted against the number of shares reserved under the Plan, but shall be available under the Plan by virtue of the Company’s assumption of the plan or arrangement of the acquired company or business, and (ii) subject to compliance with the requirements of for substitution and assumption of options under Section 424 of the Code and the regulations issued thereunder, the exercise price of any such substitute Option may be less than Fair Market Value on the date of grant of the substitute Option.

Article IV.Eligibility.

Section 4.01Eligibility.  Options may be granted to such individuals as the Administrator shall select, including but not limited to officers, employees and directors of, and consultants and independent contractors to, the Company, its Subsidiaries and Affiliates.

Section 4.02Foreign Participants.  Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United States who are eligible to participate in the Plan; (iii) modify the terms and conditions of any Option granted outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the number of shares available under the Plan under Section 3.01; and (v) take any action, before or after an Option is granted, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals.  Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act, the Code, any securities law or governing statute or any other applicable law.

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Article V.Options.

Section 5.01Types.  Any Option granted under the Plan shall be in such form as the Administrator may from time to time approve.  The Administrator shall have the authority to grant to any participant Incentive Stock Options or Non-Qualified Stock Options.  Incentive Stock Options may be granted only to employees of the Company, its parent (within the meaning of Section 424 of the Code) or Subsidiaries.  Any portion of an Option that does not qualify as an Incentive Stock Option shall constitute a Non-Qualified Stock Option.

Section 5.02Terms and Conditions.  Options granted under the Plan shall be subject to the following terms and conditions:

(a)Applicable Option Agreements.  As soon as practicable after the date of an Option grant, the Company and the participant shall enter into a written Option Agreement specifying the date of grant, the terms and conditions of the Option.  Option Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

(b)Option Term.  The term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than 10 years after the date the Option is granted.  If, at the time the Company grants an Incentive Stock Option the optionee owns directly or by attribution stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any Affiliate of the Company, the Incentive Stock Option shall not be exercisable more than five years after the date of grant.

(c)Grant Date.  The Company may grant Options under the Plan at any time and from time to time before the Plan terminates.  The Administrator shall specify the date of grant or, if it fails to, the date of grant shall be the date of action taken by the Administrator to grant the Option; provided, that no Option may be exercised prior to execution of the applicable Option Agreement.  However, if an Option is approved in anticipation of employment, the date of grant shall be the date the intended optionee is first treated as an employee for payroll purposes.

(d)Exercise Price.  The exercise price per share of common stock purchasable under an Option shall be equal at least to the Fair Market Value on the date of grant; provided, that if at the time the Company grants an Incentive Stock Option, the optionee owns directly or by attribution stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any Affiliate of the Company, the exercise price shall be not less than 110% of the Fair Market Value on the date the Incentive Stock Option is granted.

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(e)Exercisability.  Subject to the other provisions of the Plan, an Option shall be exercisable in its entirety at grant or at such times and in such amounts as are specified in the Option Agreement evidencing the Option.  The Administrator, in its absolute discretion, at any time may waive any limitations respecting the time at which an Option first becomes exercisable in whole or in part.  In the event of Termination, Options held at the date of Termination (and only to the extent then exercisable or payable, as the case may be) may be exercised in whole or in part at any time during the period specified for post-termination exercise in the Option Agreement (but in no event after the expiration date of the Option), but not thereafter.

(f)Method of Exercise; Payment.  To the extent the right to purchase shares has accrued and the Option has vested, Options may be exercised, in whole or in part, from time to time, by written notice from the optionee to the Company stating the number of shares being purchased, accompanied by payment of the exercise price for the shares.  The exercise price may be paid in (i) cash, (ii) by check, (iii) with the consent of the Administrator, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code) and payable upon such terms as may be prescribed by the Administrator, or (iv) with the consent of the Administrator, surrender of a number of shares of Stock with a Fair Market Value equal to the exercise price.

(g)No Disqualification.  Notwithstanding any other provision in the Plan, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered nor shall any discretion or authority granted under the Plan be exercised so as to disqualify the Plan under Section 422 of the Code or, without the consent of the optionee affected, to disqualify any Incentive Stock Option under Section 422 of the Code.

Section 5.03Tax Withholding.  The participant shall pay to the Company in cash, promptly when the amount of such obligations becomes determinable, all applicable federal, state, local and foreign withholding taxes that the Administrator in its sole discretion determines to result upon exercise of an Option or from a transfer or other disposition of shares acquired upon exercise of an Option.

Article VI.Change of Control.

In the event of a Change of Control, the following provisions shall apply:

(a)in its sole and absolute discretion, the Administrator may provide that all Options outstanding as of the date of such Change in Control is determined to have occurred and not then exercisable and vested shall become fully exercisable and vested; and

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(b)in its sole and absolute discretion, the Administrator may provide prior to the occurrence of a Change in Control either (i) that the Option shall be assumed by the successor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar Options covering the stock of any successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, or (ii) that the participant shall receive in cash the value of the vested Options (less the exercise price and tax withholding thereon) in exchange for the surrender of such Option.

Article VII.Restrictions.

The Stock acquired upon exercise of an Option shall be subject to the terms, conditions and restrictions set forth in either the Investor Rights Agreement attached hereto as Exhibit A (the “Investors Agreement”) or the Stockholders Agreement attached hereto as Exhibit B (the “Stockholders Agreement”) or such other investors agreement or stockholders agreement as the Company may require from time to time.  By exercise of the Option, the holder thereof shall be deemed to have consented to be bound by the terms, conditions and restrictions set forth in the Investors Agreement or Stockholders Agreement, as applicable, and to become a signatory thereto.

Article VIII.General Provisions.

Section 8.01Certificates.  The Company may choose to evidence the Stock in book entry form or by certificates. All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock transfer orders, legends and other restrictions as the Administrator may deem advisable under the rules, regulations and other requirements of the Commission, any stock exchange upon which the Stock is then listed and any applicable federal, state or foreign securities law.

Section 8.02No Transferability.  No Option shall be assignable or otherwise transferable by the participant other than by will or by the laws of descent and distribution, and during the life of a participant, an Option shall be exercisable, and any elections with respect to an Option may be made, only by the participant or participant’s guardian or legal representative.  Notwithstanding the foregoing provisions of this Section 8.02, the Administrator may provide that Options may be transferred to Immediate Family; provided, however, that any such transfer is without payment of any consideration whatsoever, that no such transfer shall be valid unless first approved by the Administrator, acting in its sole discretion, and that any Option so transferred shall remain subject to the terms and conditions of the Option Agreement.  The Administrator may require the participant to give the Company prompt notice of any disposition of shares of Stock, acquired by exercise of an Incentive Stock Option within two years from the date of granting such option or one year after the transfer of such shares to such participant.  The Administrator may direct that the certificates evidencing shares acquired by exercise of an Option refer to such requirement to give prompt notice of disposition.

Section 8.03Right of First Refusal.  At the time of grant, the Administrator may provide in connection with any Option that the shares of Stock received as a result of the

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exercise of such Option shall be subject to a right of first refusal pursuant to which the participant shall be required to offer to the Company any shares that the participant wishes to sell at the then Fair Market Value of the Stock or at such other price as may be set forth in the applicable Option Agreement, subject to such other terms and conditions as the Administrator may specify at the time of grant.

Section 8.04Non-Competition.  The Administrator may condition the grant of an Option or the Administrator’s discretionary waiver of a forfeiture or vesting acceleration at the time of Termination of a participant holding any unexercised Option upon a requirement that such participant agree to and actually (i) not engage in any business or activity competitive with any business or activity conducted by the Company and (ii) be available, unless such participant shall have died, for consultations at the request of the Company’s management, all on such terms and conditions (including conditions in addition to (i) and (ii)) as the Administrator may determine.

Section 8.05Regulatory Compliance.  Each Option granted under the Plan shall be subject to the condition that, if at any time the Administrator shall determine that (i) the listing, registration or qualification of the shares of Stock upon any securities exchange or under any state or federal law, (ii) the consent or approval of any government or regulatory body or (iii) an agreement or representations by the participant with respect thereto, is necessary or desirable, then such Option shall not be exercisable in whole or in part unless such listing, registration, qualification, consent, approval, agreement or representations shall have been effected or obtained free of any conditions not acceptable to the Administrator.

Section 8.06Rights as Stockholder.  A participant shall have no rights as a stockholder with respect to any shares covered by an Option until the Option is exercised and the participant has received such shares.

Section 8.07Beneficiary Designation.  The Administrator, in its sole discretion, may establish procedures for a participant to designate a beneficiary to whom any amounts payable in the event of the participant’s death are to be paid.

Section 8.08No Employment Rights.  The adoption of the Plan shall not confer upon any employee any right to continued employment nor shall it interfere in any way with the right of the Company, a Subsidiary or Affiliate to terminate the employment of any employee at any time.

Section 8.09Rule 16b-3.  Notwithstanding any provision of the Plan, the Plan shall always be administered, and Options shall always be granted and exercised, in such a manner as to conform to the provisions of Rule 16b-3, unless the Administrator determines that Rule 16b-3 is not applicable to the Plan at the time of such administration, grant or exercise.

Section 8.10Governing Law.  The Plan and all Options shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 8.11Use of Proceeds.  All cash proceeds to the Company under the Plan shall constitute general funds of the Company.

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Section 8.12Assumption by Successor.  The obligations of the Company under the Plan and under any outstanding Option may be assumed by any successor corporation, which for purposes of the Plan shall be included within the meaning of “Company.”

Section 8.13Section 409A.  To the extent that the Administrator determines that any Option granted under the Plan is subject to Section 409A of the Code, the option agreement evidencing such grant shall incorporate the terms and conditions required by Section 409A of the Code.  To the extent applicable, the Plan and all Option agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Plan.  Notwithstanding any provision of the Plan to the contrary, in the event that following the effective date of this Plan the Administrator determines that any Option may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Plan), the Administrator may adopt such amendments to the Plan and the applicable Option agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Option from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Option, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Article IX.Amendments and Termination.

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuance shall be made which would impair the rights of a participant under an outstanding Option without the participant’s consent.  In addition, to the extent required for the Plan to comply with Rule 16b-3 or, with respect to provisions solely as they relate to Incentive Stock Options, to the extent required for the Plan to comply with Section 422 of the Code, an amendment or alteration of the Plan by the Board will be subject to stockholder approval, where such amendment or alteration would:

(a)except as expressly provided in the Plan, increase the total number of shares reserved for issuance under the Plan;

(b)change the class of employees, directors, consultants and independent contractors eligible to participate in the Plan; or

(c)materially increase the benefits accruing to participants under the Plan.

The Board of Directors may, at any time without stockholder approval, amend the Plan and the terms of any Option outstanding under the Plan, if the Administrator determines that Rule 16b-3 is applicable to the Plan, to comply with Rule 16b-3 and provided further, that with respect to outstanding Options, the participant consents to such amendment.

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Article X.Effective Date and Term of Plan.

Section 10.01Effective Date.  The Plan shall be effective on the date it is adopted by the Board but all Options shall be conditioned upon approval of the Plan by the holders of a majority of the voting power of the Company within one year of the effective date of the Plan.

Section 10.02Term of Plan.  No Option shall be granted on or after August 18, 2016 but Options granted prior to August 18, 2016 may extend beyond that date.

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EX-10.20

Exhibit 10.20

ONCURE HOLDINGS, INC.
INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of [Date] between ONCURE HOLDINGS, INC., a Delaware corporation (the “Company”), and «Name» (“Optionee”).

THE PARTIES AGREE AS FOLLOWS:

Article I.        Grant Of Option; Effective Date; Vesting Base Date.

Section 1.01           Grant.  The Company hereby grants to Optionee pursuant to the Company’s Equity Incentive Plan (the “Plan”), a copy of which is attached to this Agreement as Exhibit A, an incentive stock option within the meaning of Section 422 of the Code (the “ISO”) to purchase all or any part of an aggregate of «Shares1» shares (the “ISO Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) on the terms and conditions set forth herein and in the Plan, the terms and conditions of the Plan being hereby incorporated into this Agreement by reference.  Defined terms used herein, but whose definition is not set forth herein shall have the meaning and definition applicable thereto as set forth in the Plan.

Section 1.02           Effective Date.  The effective date of this ISO is [Date], the date on which such ISO was granted by the Company (the “Effective Date”).

Section 1.03              Exercise Price.  The exercise price for purchase of the shares of Common Stock covered by this ISO shall be $«Price» per share, which is the Fair Market Value  of a share of Common Stock on the Effective Date.

Section 1.04           Term.  This ISO shall expire on the date 10 years after the Effective Date.

Section 1.05           Adjustment of ISO.  The Company shall adjust the number and kind of shares and the exercise price thereof in certain circumstances in accordance with the provisions of the Plan.

Article II.        Exercise of Options.

Section 2.01              Vesting; Time of Exercise.  This ISO shall vest and become exercisable as follows:

(a)   «Shares2» (2/3) of the ISO Shares subject to this ISO shall vest over four years from the Effective Date at the rate of 1/48 per month on the monthly anniversary of the Effective Date, provided the Optionee has not incurred a Termination before such date.

(b) «Shares3» (1/3) of the ISO Shares subject to this ISO shall vest 100%, provided the Optionee has not incurred a Termination before such date, upon the completion of a Change of Control:

(i) completed after August 18, 2006 (the “Merger Date”) and prior to the two-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 200% of the Initial Common Stock Price.  For purposes of this Agreement, “Initial Common Stock Price” means $3.50;

(ii) completed on or after the two-year anniversary of the Merger Date and prior to the three-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 225% of the Initial Common Stock Price;

(iii) completed on or after the three-year anniversary of the Merger Date and prior to the four-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 250% of the Initial Common Stock Price; or

(iv) completed on or after the four-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 300% of the Initial Common Stock Price.

This ISO shall expire one hundred and twenty (120) months from the Effective Date.   Any ISO that does not vest pursuant to this Section 2.01 as of the date of Optionee’s Termination will be forfeited.

Section 2.02           Exercise After Termination.  If Optionee incurs a Termination from the Company, to the extent the ISO has not then expired or been exercised, this ISO shall remain exercisable for the period specified below following such Termination and, thereafter, if the ISO is not exercised, it shall expire and terminate.  A transfer of Optionee among the Company and its Affiliates, or a leave of absence duly authorized by the Company, shall not be deemed a Termination.

(a)   Death or Disability.  In the event that Optionee’s Termination is by reason of death or Disability, the Option shall be exercisable by Optionee’s beneficiary or estate for a period of 6 months following Optionee’s death or Disability.  If the Option is not exercised within 6 months following Optionee’s death or Disability, then such Option shall expire and shall no longer be exercisable.

(b)   Cause.  In the event that Optionee’s Termination is by the Company for Cause (as defined below) the Option shall be exercisable by Optionee for a period of 5 days following Optionee’s Termination.  If the Option is not exercised within 5 days following Optionee’s Termination for Cause, then such Option shall expire and shall no longer be exercisable.  For purposes of this Agreement, “Cause” shall be defined in the Optionee’s employment agreement, or if there is no such definition or employment agreement, it shall mean: (i) a material failure of Optionee to perform his duties and functions as an employee; (ii) Optionee’s willful

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failure to perform his material assigned duties without an excuse that is reasonably acceptable to Company; (iii) Optionee engages in an act (or causes an act) that has a material adverse impact on the reputation, business, business relationships or financial condition of Company; (iv) the conviction of or plea of guilty or nolo contendere by Optionee to a felony or any crime involving moral turpitude, fraud or misrepresentation; (v) misappropriation or embezzlement by Optionee of funds or assets of Company.

(c)   Other Termination.  In the event that Optionee’s Termination is for any reason other than death, Disability or Cause, the Option shall be exercisable by Optionee for a period of 3 months following Optionee’s Termination.  If the Option is not exercised within 3 months following Optionee’s Termination, then such Option shall expire and shall no longer be exercisable.

The Optionee acknowledges that an ISO exercised more that three months after his Termination, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option.

Section 2.03              Manner of Exercise.  To the extent vested, Optionee may exercise this ISO, or any portion of this ISO, by giving written notice in such form and at such time as established by the Administrator, payment of the exercise price and payment of any applicable withholding or employment taxes.  The date the Company receives the required written notice of an exercise hereunder accompanied by payment will be considered as the date this ISO was exercised.  Promptly after receipt of the applicable exercise price, the required income and employment tax withholding, if any and any other documents required to be executed by the Administrator, the Company shall, issue to the Optionee or other person entitled to exercise the ISO, the requisite number of ISO Shares acquired upon exercise of the Option, which such shares may be evidenced in book form or by a certificate in the discretion of the Administrator.  The Optionee or transferee of the Optionee shall not have any privileges as a shareholder with respect to any ISO Shares covered by the ISO until the date of the valid exercise of all or a part of the ISO.

Section 2.04              Nonassignability of ISO.  This ISO is not assignable or transferable by Optionee except by will or by the laws of descent and distribution; provided, however, Optionee may transfer this ISO to Immediate Family in accordance with the terms of the Plan.  Except to the extent transferred to Immediate Family, during the life of Optionee, the ISO is exercisable only by the Optionee.  Any attempt to otherwise assign, pledge, transfer, hypothecate or dispose of this ISO in a manner not herein permitted, and any levy of execution, attachment, or similar process on this ISO, shall be null and void.

Section 2.05              Special Tax Consequences.  The Optionee acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Common Stock with respect to which ISOs, including the Option, are exercisable for the first time by the Optionee in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code.  The Optionee further acknowledges that the

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rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

Article III.        Restrictions on ISO Shares.

Section 3.01              Stockholders Agreement.  Optionee hereby agrees that the ISO Shares shall be subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of the ISO Shares, the right of the Company to repurchase ISO Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of ISO Shares.  Such terms and conditions may, in the Administrator’s sole discretion, be contained in a stockholders agreement or in such other agreement as the Administrator shall determine and which the Optionee hereby agrees to enter into at the request of the Company upon exercise of the Option.

Section 3.02              Legality of Issuance.  The Company shall not be obligated to sell or issue any ISO Shares pursuant to this Agreement if such sale or issuance, in the opinion of the Company and the Company’s counsel, might constitute a violation by the Company of any provision of law, including without limitation the provisions of the Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act of 1933, as amended (the “Securities Act”)

Section 3.03              Registration or Qualification of Securities.  The Company may, but shall not be required to, register or qualify the sale of any ISO Shares under the, Securities Act, or any other applicable law.  The Company shall not be obligated to take any affirmative action in order to cause the grant or exercise of this ISO or the issuance or sale of any ISO Shares pursuant thereto to comply with any law.

Section 3.04              Restriction on Transfer.  Regardless whether the sale of the ISO Shares has been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge or other transfer of ISO Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and the Company’s counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the Exchange Act, the securities laws of any state or any other law.

Section 3.05              Stock Certificate Restrictive Legends.  Stock certificates evidencing ISO Shares may bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following legends:

THE TRANSFER, SALE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE STOCKHOLDERS AGREEMENT AMONG THE COMPANY AND ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY.  THE COMPANY WILL FURNISH A COPY OF THE STOCKHOLDERS AGREEMENT TO THE HOLDER OF THIS

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CERTIFICATE UPON REQUEST AND WITHOUT CHARGE.  THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR RESALE OR DISTRIBUTION, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS IN THE OPINION OF COUNSEL FOR THE COMPANY SUCH SALE OR TRANSFER WILL NOT VIOLATE APPLICABLE SECURITIES LAWS.

Article IV.        Miscellaneous

Section 4.01              Taxes.  Optionee acknowledges and agrees that Optionee will be responsible for any taxes arising from exercise of this Option and that the Company may withhold the amount of such taxes or require the remittance of such taxes to the Company.

Section 4.02              Representations, Warranties, Covenants and Acknowledgments of Optionee Upon Exercise of ISO.  Optionee hereby agrees that in the event that the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the issuance of ISO Shares may be conditioned upon certain representations, warranties and acknowledgments by the person exercising the ISO (the “Purchaser”), including, without limitation, those set forth in Sections 4.02 (a) through (h) hereof:

(a)   Investment.  Purchaser is acquiring the ISO Shares for Purchaser’s own account and not for the account of any other person.  Purchaser is acquiring the ISO Shares for investment and not with a view to distribution or resale thereof except in compliance with applicable laws regulating securities.

(b)   Business Experience.  Purchaser is capable of evaluating the merits and risks of Purchaser’s investment in the Company evidenced by purchase of the ISO Shares.

(c)   Relation to Company.  Purchaser is presently an officer, director or employee of, or a consultant to, the Company and in such capacity has become personally familiar with the business, affairs, financial condition and results of operations of the Company.

(d)   Access to Information.  Purchaser has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transaction contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company.  Purchaser has had access to such financial and other information as is necessary in order for Purchaser to make a fully-informed decision as to investment in the Company by way of purchase of the ISO Shares and has had the

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opportunity to obtain any additional information necessary to verify any of such information to which Purchaser has had access.

(e)   Speculative Investment.  Purchaser’s investment in the Company represented by the ISO Shares is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part.  The amount of such investment is within Purchaser’s risk capital means and is not so great in relation to Purchaser’s total financial resources as would jeopardize the personal financial needs of Purchaser or Purchaser’s family in the event such investment were lost in whole or in part.

(f)    Registration.  Purchaser must bear the economic risk of investment for an indefinite period of time because the sale to Purchaser of the ISO Shares has not been registered under the Securities Act and the ISO Shares cannot be transferred by Purchaser unless such transfer is registered under the Securities Act or an exemption from such registration is available.  The Company has made no agreements, covenants or undertakings whatsoever to register the transfer of any of the ISO Shares under the Securities Act.  The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Securities Act, including without limitation any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144, will be available; if the exemption under Rule 144 is available at all, it may not be available until at least two years after payment of cash for the ISO Shares and not then unless: (i) a public trading market then exists in the Company’s common stock; (ii) adequate information as to the Company’s financial and other affairs and operations is then available to the public; and (iii) all other terms and conditions of Rule 144 have been satisfied.

(g)   Public Trading.  None of the Company’s securities is presently publicly traded, and the Company has made no representation, covenant or agreement as to whether there will be a public market for any of its securities.

(h)   Tax Advice.  The Company has made no warranties or representations to Purchaser with respect to the income tax consequences of the transactions contemplated by the option agreement pursuant to which the ISO Shares will be purchased, and Purchaser is in no manner relying on the Company or the Company’s representatives for an assessment of such tax consequences.

Section 4.03           Assignment; Binding Effect.  Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, legal representatives and successors of the parties hereto; provided, however, that Optionee may not assign any of Optionee’s rights under this Agreement.

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Section 4.04           Damages.  Optionee shall be liable to the Company for all costs and damages, including incidental and consequential damages, resulting from a disposition of shares which is not in conformity with the provisions of this Agreement.

Section 4.05           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 4.06           Notices.  All notices and other communications under this Agreement shall be in writing.  Unless and until the Optionee is notified in writing to the contrary, all notices, communications and documents directed to the Company at its corporate headquarters. Unless and until the Company is notified in writing to the contrary, all notices, communications and documents intended for the Optionee and related to this Agreement, if not delivered by hand, shall be mailed to Optionee’s last known address as shown on the Company’s books.  Notices and communications shall be mailed by first class mail, postage prepaid; documents shall be mailed by registered mail, return receipt requested, postage prepaid.  All mailings and deliveries related to this Agreement shall be deemed received only when actually received.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

ONCURE HOLDINGS, INC.

By:

Title: Chief Executive Officer

The Optionee hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement and the Plan.

Optionee

Name:

Dated:

[Signature Page to Option Agreement – «Name»]

EXHIBIT A

EQUITY INCENTIVE PLAN

EX-10.21

Exhibit 10.21

ONCURE HOLDINGS, INC.
INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of «Date1», 2006 between ONCURE HOLDINGS, INC., a Delaware corporation (the “Company”), and «Name» (“Optionee”).

THE PARTIES AGREE AS FOLLOWS:

Article I.Grant Of Option; Effective Date; Vesting Base Date.

Section 1.01Grant.  The Company hereby grants to Optionee pursuant to the Company’s Equity Incentive Plan (the “Plan”), a copy of which is attached to this Agreement as Exhibit A, an incentive stock option within the meaning of Section 422 of the Code (the “ISO”) to purchase all or any part of an aggregate of «Shares1» shares (the “ISO Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) on the terms and conditions set forth herein and in the Plan, the terms and conditions of the Plan being hereby incorporated into this Agreement by reference.  Defined terms used herein, but whose definition is not set forth herein shall have the meaning and definition applicable thereto as set forth in the Plan.

Section 1.02Effective Date.  The effective date of this ISO is «Date2», the date on which such ISO was granted by the Company (the “Effective Date”).

Section 1.03Exercise Price.  The exercise price for purchase of the shares of Common Stock covered by this ISO shall be $«Price» per share, which is the Fair Market Value of a share of Common Stock on the Effective Date.

Section 1.04Term.  This ISO shall expire on the date 10 years after the Effective Date.

Section 1.05Adjustment of ISO.  The Company shall adjust the number and kind of shares and the exercise price thereof in certain circumstances in accordance with the provisions of the Plan.

Article II.Exercise of Options.

Section 2.01Vesting; Time of Exercise.  This ISO shall vest and become exercisable as follows:

(a)«Shares2» (2/3) of the ISO Shares subject to this ISO shall vest over four years from the Effective Date at the rate of 1/48 per month on the monthly anniversary of the Effective Date, provided the Optionee has not incurred a Termination before such date.

(b) «Shares3» (1/3) of the ISO Shares subject to this ISO shall vest 100%, provided the Optionee has not incurred a Termination before such date, upon the completion of a Change of Control:

(i) completed after August 18, 2006 (the “Merger Date”) and prior to the two-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 200% of the Initial Common Stock Price.  For purposes of this Agreement, “Initial Common Stock Price” means $3.50;

(ii) completed on or after the two-year anniversary of the Merger Date and prior to the three-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 225% of the Initial Common Stock Price;

(iii) completed on or after the three-year anniversary of the Merger Date and prior to the four-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 250% of the Initial Common Stock Price; or

(iv) completed on or after the four-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 300% of the Initial Common Stock Price.

This ISO shall expire one hundred and twenty (120) months from the Effective Date.  Any ISO that does not vest pursuant to this Section 2.01 as of the date of Optionee’s Termination will be forfeited.

Section 2.02Exercise After Termination.  If Optionee incurs a Termination from the Company, to the extent the ISO has not then expired or been exercised, this ISO shall remain exercisable for the period specified below following such Termination and, thereafter, if the ISO is not exercised, it shall expire and terminate.  A transfer of Optionee among the Company and its Affiliates, or a leave of absence duly authorized by the Company, shall not be deemed a Termination.

(a)Death or Disability.  In the event that Optionee’s Termination is by reason of death or Disability, the Option shall be exercisable by Optionee’s beneficiary or estate for a period of 6 months following Optionee’s death or Disability.  If the Option is not exercised within 6 months following Optionee’s death or Disability, then such Option shall expire and shall no longer be exercisable.

(b)Cause.  In the event that Optionee’s Termination is by the Company for Cause (as defined below) the Option shall be exercisable by Optionee for a period of 5 days following Optionee’s Termination.  If the Option is not exercised within 5 days following Optionee’s Termination for Cause, then such Option shall expire and shall no longer be exercisable.  For purposes of this Agreement, “Cause” shall be defined in the Optionee’s employment agreement, or if there is no such definition or employment agreement, it shall mean: (i) a material failure of Optionee to perform his duties and functions as an employee; (ii) Optionee’s willful

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failure to perform his material assigned duties without an excuse that is reasonably acceptable to Company; (iii) Optionee engages in an act (or causes an act) that has a material adverse impact on the reputation, business, business relationships or financial condition of Company; (iv) the conviction of or plea of guilty or nolo contendere by Optionee to a felony or any crime involving moral turpitude, fraud or misrepresentation; (v) misappropriation or embezzlement by Optionee of funds or assets of Company.

(c)Other Termination.  In the event that Optionee’s Termination is for any reason other than death, Disability or Cause, the Option shall be exercisable by Optionee for a period of 3 months following Optionee’s Termination.  If the Option is not exercised within 3 months following Optionee’s Termination, then the Company shall, in exchange for the cancellation of such unexercised Options and to the extent permissible under applicable law, issue to the Optionee a number of shares of Common Stock equal to fifty percent (50%) of (i) the product of (1) the number of shares of Common Stock exercisable under such unexercised Options multiplied by (2) the difference between the fair market value of one share of Common Stock on the date of issuance and the exercise price per share of Common Stock under the Options, divided by (ii) the fair market value of one share of Common Stock on the date of issuance.  For purposes of the foregoing, the fair market value of one share of Common Stock on the date of issuance shall be determined in good faith by the Board.  No Options shall be exercisable after such payment is made.  Such payment will be treated for tax purposes as resulting from a Non-Qualified Stock Option.

The Optionee acknowledges that an ISO exercised more that three months after his Termination, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option.

Section 2.03Manner of Exercise.  To the extent vested, Optionee may exercise this ISO, or any portion of this ISO, by giving written notice in such form and at such time as established by the Administrator, payment of the exercise price and payment of any applicable withholding or employment taxes.  The date the Company receives the required written notice of an exercise hereunder accompanied by payment will be considered as the date this ISO was exercised.  Promptly after receipt of the applicable exercise price, the required income and employment tax withholding, if any and any other documents required to be executed by the Administrator, the Company shall, issue to the Optionee or other person entitled to exercise the ISO, the requisite number of ISO Shares acquired upon exercise of the Option, which such shares may be evidenced in book form or by a certificate in the discretion of the Administrator.  The Optionee or transferee of the Optionee shall not have any privileges as a shareholder with respect to any ISO Shares covered by the ISO until the date of the valid exercise of all or a part of the ISO.

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Section 2.04Nonassignability of ISO.  This ISO is not assignable or transferable by Optionee except by will or by the laws of descent and distribution; provided, however, Optionee may transfer this ISO to Immediate Family in accordance with the terms of the Plan.  Except to the extent transferred to Immediate Family, during the life of Optionee, the ISO is exercisable only by the Optionee.  Any attempt to otherwise assign, pledge, transfer, hypothecate or dispose of this ISO in a manner not herein permitted, and any levy of execution, attachment, or similar process on this ISO, shall be null and void.

Section 2.05Special Tax Consequences.  The Optionee acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Common Stock with respect to which ISOs, including the Option, are exercisable for the first time by the Optionee in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code.  The Optionee further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

Article III.Restrictions on ISO Shares.

Section 3.01Investor Rights Agreement.  Optionee hereby agrees that the ISO Shares shall be subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of the ISO Shares, the right of the Company to repurchase ISO Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of ISO Shares.  Such terms and conditions may, in the Administrator’s sole discretion, be contained in an investor rights agreement or in such other agreement as the Administrator shall determine and which the Optionee hereby agrees to enter into at the request of the Company upon exercise of the Option.

Section 3.02Legality of Issuance.  The Company shall not be obligated to sell or issue any ISO Shares pursuant to this Agreement if such sale or issuance, in the opinion of the Company and the Company’s counsel, might constitute a violation by the Company of any provision of law, including without limitation the provisions of the Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act of 1933, as amended (the “Securities Act”)

Section 3.03Registration or Qualification of Securities.  The Company may, but shall not be required to, register or qualify the sale of any ISO Shares under the, Securities Act, or any other applicable law.  The Company shall not be obligated to take any affirmative action in order to cause the grant or exercise of this ISO or the issuance or sale of any ISO Shares pursuant thereto to comply with any law.

Section 3.04Restriction on Transfer.  Regardless whether the sale of the ISO Shares has been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge or other transfer of ISO Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and the Company’s counsel, such restrictions are necessary or

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desirable in order to achieve compliance with the provisions of the Securities Act, the Exchange Act, the securities laws of any state or any other law.

Section 3.05Stock Certificate Restrictive Legends.  Stock certificates evidencing ISO Shares may bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following legends:

THE TRANSFER, SALE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY.  THE COMPANY WILL FURNISH A COPY OF THE INVESTOR RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT CHARGE.  THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR RESALE OR DISTRIBUTION, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS IN THE OPINION OF COUNSEL FOR THE COMPANY SUCH SALE OR TRANSFER WILL NOT VIOLATE APPLICABLE SECURITIES LAWS.

Article IV.Miscellaneous

Section 4.01Taxes.  Optionee acknowledges and agrees that Optionee will be responsible for any taxes arising from exercise of this Option and that the Company may withhold the amount of such taxes or require the remittance of such taxes to the Company.

Section 4.02Representations, Warranties, Covenants and Acknowledgments of Optionee Upon Exercise of ISO.  Optionee hereby agrees that in the event that the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the issuance of ISO Shares may be conditioned upon certain representations, warranties and acknowledgments by the person exercising the ISO (the “Purchaser”), including, without limitation, those set forth in Sections 4.02 (a) through (h) hereof:

(a)Investment.  Purchaser is acquiring the ISO Shares for Purchaser’s own account and not for the account of any other person.  Purchaser is acquiring the ISO Shares for investment and not with a view to distribution or resale thereof except in compliance with applicable laws regulating securities.

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(b)Business Experience.  Purchaser is capable of evaluating the merits and risks of Purchaser’s investment in the Company evidenced by purchase of the ISO Shares.

(c)Relation to Company.  Purchaser is presently an officer, director or employee of, or a consultant to, the Company and in such capacity has become personally familiar with the business, affairs, financial condition and results of operations of the Company.

(d)Access to Information.  Purchaser has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transaction contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company.  Purchaser has had access to such financial and other information as is necessary in order for Purchaser to make a fully-informed decision as to investment in the Company by way of purchase of the ISO Shares and has had the opportunity to obtain any additional information necessary to verify any of such information to which Purchaser has had access.

(e)Speculative Investment.  Purchaser’s investment in the Company represented by the ISO Shares is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part.  The amount of such investment is within Purchaser’s risk capital means and is not so great in relation to Purchaser’s total financial resources as would jeopardize the personal financial needs of Purchaser or Purchaser’s family in the event such investment were lost in whole or in part.

(f)Registration.  Purchaser must bear the economic risk of investment for an indefinite period of time because the sale to Purchaser of the ISO Shares has not been registered under the Securities Act and the ISO Shares cannot be transferred by Purchaser unless such transfer is registered under the Securities Act or an exemption from such registration is available.  The Company has made no agreements, covenants or undertakings whatsoever to register the transfer of any of the ISO Shares under the Securities Act.  The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Securities Act, including without limitation any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144, will be available; if the exemption under Rule 144 is available at all, it may not be available until at least two years after payment of cash for the ISO Shares and not then unless: (i) a public trading market then exists in the Company’s common stock; (ii) adequate information as to the Company’s financial and other affairs and operations is then available to the public; and (iii) all other terms and conditions of Rule 144 have been satisfied.

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(g)Public Trading.  None of the Company’s securities is presently publicly traded, and the Company has made no representation, covenant or agreement as to whether there will be a public market for any of its securities.

(h)Tax Advice.  The Company has made no warranties or representations to Purchaser with respect to the income tax consequences of the transactions contemplated by the option agreement pursuant to which the ISO Shares will be purchased, and Purchaser is in no manner relying on the Company or the Company’s representatives for an assessment of such tax consequences.

Section 4.03Assignment; Binding Effect.  Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, legal representatives and successors of the parties hereto; provided, however, that Optionee may not assign any of Optionee’s rights under this Agreement.

Section 4.04Damages.  Optionee shall be liable to the Company for all costs and damages, including incidental and consequential damages, resulting from a disposition of shares which is not in conformity with the provisions of this Agreement.

Section 4.05Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 4.06Notices.  All notices and other communications under this Agreement shall be in writing.  Unless and until the Optionee is notified in writing to the contrary, all notices, communications and documents directed to the Company at its corporate headquarters. Unless and until the Company is notified in writing to the contrary, all notices, communications and documents intended for the Optionee and related to this Agreement, if not delivered by hand, shall be mailed to Optionee’s last known address as shown on the Company’s books.  Notices and communications shall be mailed by first class mail, postage prepaid; documents shall be mailed by registered mail, return receipt requested, postage prepaid.  All mailings and deliveries related to this Agreement shall be deemed received only when actually received.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

ONCURE HOLDINGS, INC.

By:

Title: Chief Executive Officer

The Optionee hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement and the Plan.

Optionee

Name:

Dated:

[Signature Page to Option Agreement

EXHIBIT A

EQUITY INCENTIVE PLAN

EX-10.22

Exhibit 10.22

ONCURE HOLDINGS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of «Date1», 2006 between ONCURE HOLDINGS, INC., a Delaware corporation (the “Company”), and «Name» (“Optionee”).

THE PARTIES AGREE AS FOLLOWS:

Article I.Grant Of Option; Effective Date; Vesting Base Date.

Section 1.01Grant.  The Company hereby grants to Optionee pursuant to the Company’s Equity Incentive Plan (the “Plan”), a copy of which is attached to this Agreement as Exhibit A, a non-qualified stock option (the “NQO”) to purchase all or any part of an aggregate of «Shares1» shares (the “NQO Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) on the terms and conditions set forth herein and in the Plan, the terms and conditions of the Plan being hereby incorporated into this Agreement by reference.  Defined terms used herein, but whose definition is not set forth herein shall have the meaning and definition applicable thereto as set forth in the Plan.

Section 1.02Effective Date.  The effective date of this NQO is «Date2», the date on which such NQO was granted by the Company (the “Effective Date”).

Section 1.03Exercise Price.  The exercise price for purchase of the shares of Common Stock covered by this NQO shall be $«Price» per share.

Section 1.04Term.  This NQO shall expire on the date 10 years after the Effective Date.

Section 1.05Adjustment of NQO.  The Company shall adjust the number and kind of shares and the exercise price thereof in certain circumstances in accordance with the provisions of the Plan.

Article II.Exercise of Options.

Section 2.01Vesting; Time of Exercise.  This NQO shall vest and become exercisable as follows:

(a)«Shares2» (2/3) of the NQO Shares subject to this NQO shall vest over four years from the Effective Date at the rate of 1/48 per month on the monthly anniversary of the Effective Date, provided the Optionee has not incurred a Termination before such date.

(b) «Shares3» (1/3) of the NQO Shares subject to this NQO shall vest 100%, provided the Optionee has not incurred a Termination before such date, upon the completion of a Change of Control:

(i) completed after August 18, 2006 (the “Merger Date”) and prior to the two-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 200% of the Initial Common Stock Price.  For purposes of this Agreement, “Initial Common Stock Price” means $3.50;

(ii) completed on or after the two-year anniversary of the Merger Date and prior to the three-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 225% of the Initial Common Stock Price;

(iii) completed on or after the three-year anniversary of the Merger Date and prior to the four-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 250% of the Initial Common Stock Price; or

(iv) completed on or after the four-year anniversary of the Merger Date in which the consideration for each share of Common Stock is at least equal to 300% of the Initial Common Stock Price.

This NQO shall expire one hundred and twenty (120) months from the Effective Date.  Any NQO that does not vest pursuant to this Section 2.01 as of the date of Optionee’s Termination will be forfeited.

Section 2.02Exercise After Termination.  If Optionee incurs a Termination from the Company, to the extent the NQO has not then expired or been exercised, this NQO shall remain exercisable for the period specified below following such Termination and, thereafter, if the NQO is not exercised, it shall expire and terminate.  A transfer of Optionee among the Company and its Affiliates, or a leave of absence duly authorized by the Company, shall not be deemed a Termination.

(a)Death or Disability.  In the event that Optionee’s Termination is by reason of death or Disability, the Option shall be exercisable by Optionee’s beneficiary or estate for a period of 6 months following Optionee’s death or Disability.  If the Option is not exercised within 6 months following Optionee’s death or Disability, then such Option shall expire and shall no longer be exercisable.

(b)Cause.  In the event that Optionee’s Termination is by the Company for Cause (as defined below) the Option shall be exercisable by Optionee for a period of 5 days following Optionee’s Termination.  If the Option is not exercised within 5 days following Optionee’s Termination for Cause, then such Option shall expire and shall no longer be exercisable.  For purposes of this Agreement, “Cause” shall be defined in the Optionee’s employment agreement, or if there is no such definition or employment agreement, it shall mean: (i) a material failure of Optionee to perform his duties and functions as an employee; (ii) Optionee’s willful

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failure to perform his material assigned duties without an excuse that is reasonably acceptable to Company; (iii) Optionee engages in an act (or causes an act) that has a material adverse impact on the reputation, business, business relationships or financial condition of Company; (iv) the conviction of or plea of guilty or nolo contendere by Optionee to a felony or any crime involving moral turpitude, fraud or misrepresentation; (v) misappropriation or embezzlement by Optionee of funds or assets of Company.

[(c)Other Termination.  In the event that Optionee’s Termination is for any reason other than death, Disability or Cause, the Option shall be exercisable by Optionee for a period of 3 months following Optionee’s Termination.  If the Option is not exercised within 3 months following Optionee’s Termination, then the Company shall, in exchange for the cancellation of such unexercised Options and to the extent permissible under applicable law, issue to the Optionee a number of shares of Common Stock equal to fifty percent (50%) of (i) the product of (1) the number of shares of Common Stock exercisable under such unexercised Options multiplied by (2) the difference between the fair market value of one share of Common Stock on the date of issuance and the exercise price per share of Common Stock under the Options, divided by (ii) the fair market value of one share of Common Stock on the date of issuance.  For purposes of the foregoing, the fair market value of one share of Common Stock on the date of issuance shall be determined in good faith by the Board.  No Options shall be exercisable after such payment is made.]

Section 2.03Manner of Exercise.  To the extent vested, Optionee may exercise this NQO, or any portion of this NQO, by giving written notice in such form and at such time as established by the Administrator, payment of the exercise price and payment of any applicable withholding or employment taxes.  The date the Company receives the required written notice of an exercise hereunder accompanied by payment will be considered as the date this NQO was exercised.  Promptly after receipt of the applicable exercise price, the required income and employment tax withholding, if any and any other documents required to be executed by the Administrator, the Company shall, issue to the Optionee or other person entitled to exercise the NQO, the requisite number of NQO Shares acquired upon exercise of the Option, which such shares may be evidenced in book form or by a certificate in the discretion of the Administrator.  The Optionee or transferee of the Optionee shall not have any privileges as a shareholder with respect to any NQO Shares covered by the NQO until the date of the valid exercise of all or a part of the NQO.

Section 2.04Nonassignability of NQO.  This NQO is not assignable or transferable by Optionee except by will or by the laws of descent and distribution; provided, however, Optionee may transfer this NQO to Immediate Family in accordance with the terms of the Plan.  Except to the extent transferred to Immediate Family, during the life of Optionee, the NQO is exercisable only by the Optionee.  Any attempt to otherwise assign, pledge, transfer, hypothecate or dispose of this NQO in a manner not herein permitted, and any levy of execution, attachment, or similar process on this NQO, shall be null and void.

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Article III.Restrictions on NQO Shares.

Section 3.01Investor Rights Agreement.  Optionee hereby agrees that the NQO Shares shall be subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of the NQO Shares, the right of the Company to repurchase NQO Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of NQO Shares.  Such terms and conditions may, in the Administrator’s sole discretion, be contained in an investor rights agreement or in such other agreement as the Administrator shall determine and which the Optionee hereby agrees to enter into at the request of the Company upon exercise of the Option.

Section 3.02Legality of Issuance.  The Company shall not be obligated to sell or issue any NQO Shares pursuant to this Agreement if such sale or issuance, in the opinion of the Company and the Company’s counsel, might constitute a violation by the Company of any provision of law, including without limitation the provisions of the Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act of 1933, as amended (the “Securities Act”).

Section 3.03Registration or Qualification of Securities.  The Company may, but shall not be required to, register or qualify the sale of any NQO Shares under the, Securities Act, or any other applicable law.  The Company shall not be obligated to take any affirmative action in order to cause the grant or exercise of this NQO or the issuance or sale of any NQO Shares pursuant thereto to comply with any law.

Section 3.04Restriction on Transfer.  Regardless whether the sale of the NQO Shares has been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge or other transfer of NQO Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and the Company’s counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the Exchange Act, the securities laws of any state or any other law.

Section 3.05Stock Certificate Restrictive Legends.  Stock certificates evidencing NQO Shares may bear such restrictive legends as the company and the company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following legends:

THE TRANSFER, SALE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY.  THE COMPANY WILL FURNISH A COPY OF THE INVESTOR RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT CHARGE. 

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THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR RESALE OR DISTRIBUTION, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS IN THE OPINION OF COUNSEL FOR THE COMPANY SUCH SALE OR TRANSFER WILL NOT VIOLATE APPLICABLE SECURITIES LAWS.

Article IV.Miscellaneous

Section 4.01Taxes.  Optionee acknowledges and agrees that Optionee will be responsible for any taxes arising from exercise of this Option and that the Company may withhold the amount of such taxes or require the remittance of such taxes to the Company.

Section 4.02Representations, Warranties, Covenants and Acknowledgments of Optionee Upon Exercise of NQO.  Optionee hereby agrees that in the event that the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the issuance of NQO Shares may be conditioned upon certain representations, warranties and acknowledgments by the person exercising the NQO (the “Purchaser”), including, without limitation, those set forth in Sections 4.02 (a) through (h) hereof:

(a)Investment.  Purchaser is acquiring the NQO Shares for Purchaser’s own account and not for the account of any other person.  Purchaser is acquiring the NQO Shares for investment and not with a view to distribution or resale thereof except in compliance with applicable laws regulating securities.

(b)Business Experience.  Purchaser is capable of evaluating the merits and risks of Purchaser’s investment in the Company evidenced by purchase of the NQO Shares.

(c)Relation to Company.  Purchaser is presently an officer, director or employee of, or a consultant to, the Company and in such capacity has become personally familiar with the business, affairs, financial condition and results of operations of the Company.

(d)Access to Information.  Purchaser has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transaction contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company.  Purchaser has had access to such financial and other information as is necessary in order for Purchaser to make a fully-informed decision as to investment in the Company by way of purchase of the NQO Shares and has had the opportunity to obtain any additional information necessary to verify any of such information to which Purchaser has had access.

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(e)Speculative Investment.  Purchaser’s investment in the Company represented by the NQO Shares is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part.  The amount of such investment is within Purchaser’s risk capital means and is not so great in relation to Purchaser’s total financial resources as would jeopardize the personal financial needs of Purchaser or Purchaser’s family in the event such investment were lost in whole or in part.

(f)Registration.  Purchaser must bear the economic risk of investment for an indefinite period of time because the sale to Purchaser of the NQO Shares has not been registered under the Securities Act and the NQO Shares cannot be transferred by Purchaser unless such transfer is registered under the Securities Act or an exemption from such registration is available.  The Company has made no agreements, covenants or undertakings whatsoever to register the transfer of any of the NQO Shares under the Securities Act.  The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Securities Act, including without limitation any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144, will be available; if the exemption under Rule 144 is available at all, it may not be available until at least two years after payment of cash for the NQO Shares and not then unless: (i) a public trading market then exists in the Company’s common stock; (ii) adequate information as to the Company’s financial and other affairs and operations is then available to the public; and (iii) all other terms and conditions of Rule 144 have been satisfied.

(g)Public Trading.  None of the Company’s securities is presently publicly traded, and the Company has made no representation, covenant or agreement as to whether there will be a public market for any of its securities.

(h)Tax Advice.  The Company has made no warranties or representations to Purchaser with respect to the income tax consequences of the transactions contemplated by the option agreement pursuant to which the NQO Shares will be purchased, and Purchaser is in no manner relying on the Company or the Company’s representatives for an assessment of such tax consequences.

Section 4.03Assignment; Binding Effect.  Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, legal representatives and successors of the parties hereto; provided, however, that Optionee may not assign any of Optionee’s rights under this Agreement.

Section 4.04Damages.  Optionee shall be liable to the Company for all costs and damages, including incidental and consequential damages, resulting from a disposition of shares which is not in conformity with the provisions of this Agreement.

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Section 4.05Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 4.06Notices.  All notices and other communications under this Agreement shall be in writing.  Unless and until the Optionee is notified in writing to the contrary, all notices, communications and documents directed to the Company at its corporate headquarters. Unless and until the Company is notified in writing to the contrary, all notices, communications and documents intended for the Optionee and related to this Agreement, if not delivered by hand, shall be mailed to Optionee’s last known address as shown on the Company’s books.  Notices and communications shall be mailed by first class mail, postage prepaid; documents shall be mailed by registered mail, return receipt requested, postage prepaid.  All mailings and deliveries related to this Agreement shall be deemed received only when actually received.

[Signature pages to follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

ONCURE HOLDINGS, INC.

By:

Title: Chief Executive Officer

The Optionee hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement and the Plan.

Optionee

Name:

Dated:

[Signature Page to Option Agreement]

EXHIBIT A

EQUITY INCENTIVE PLAN

EX-10.23

Exhibit 10.23

ONCURE HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of [Date] between ONCURE HOLDINGS, INC., a Delaware corporation (the “Company”), and (“Optionee”).

THE PARTIES AGREE AS FOLLOWS:

Article I.              Grant Of Option; Effective Date; Vesting Base Date.

Section 1.01Grant.  The Company hereby grants to Optionee pursuant to the Company’s Equity Incentive Plan (the “Plan”), a copy of which is attached to this Agreement as Exhibit A, a non-qualified stock option (the “NQO”) to purchase all or any part of an aggregate of                                shares (the “NQO Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) on the terms and conditions set forth herein and in the Plan, the terms and conditions of the Plan being hereby incorporated into this Agreement by reference.  Defined terms used herein, but whose definition is not set forth herein shall have the meaning and definition applicable thereto as set forth in the Plan.

Section 1.02Effective Date.  The effective date of this NQO is [Date], the date on which such NQO was granted by the Company (the “Effective Date”).

Section 1.03Exercise Price.  The exercise price for purchase of the shares of Common Stock covered by this NQO shall be $1.50 per share.

Section 1.04Term.  This NQO shall expire on the date 10 years after the Effective Date.

Section 1.05Adjustment of NQO.  The Company shall adjust the number and kind of shares and the exercise price thereof in certain circumstances in accordance with the provisions of the Plan.

Article II.             Exercise of Options.

Section 2.01Vesting; Time of Exercise.  This NQO shall be fully vested and exercisable.

Section 2.02Exercise After Termination.  If Optionee incurs a Termination from the Company, to the extent the NQO has not then expired or been exercised, this NQO shall remain exercisable for the period specified below following such Termination and, thereafter, if the NQO is not exercised, it shall expire and terminate.  A transfer of Optionee among the Company and its Affiliates, or a leave of absence duly authorized by the Company, shall not be deemed a Termination.

(a)Death or Disability.  In the event that Optionee’s Termination is by reason of death or Disability, the Option shall be exercisable by

Optionee’s beneficiary or estate for a period of 12 months following Optionee’s death or Disability.  If the Option is not exercised within 12 months following Optionee’s death or Disability, then such Option shall expire and shall no longer be exercisable.

(b)Cause.  In the event that Optionee’s Termination is by the Company for Cause (as defined below) the Option will automatically terminate and expire and shall no longer be exercisable, whether or not previously vested.  For purposes of this Agreement, “Cause” shall be defined in Optionee’s employment agreement, or, if there is no such definition, shall mean: (i) a material failure of Optionee to perform his duties and functions as an employee; (ii) Optionee’s willful failure to perform his material assigned duties without an excuse that is reasonably acceptable to Company; (iii) Optionee engages in an act (or causes an act) that has a material adverse impact on the reputation, business, business relationships or financial condition of Company; (iv) the conviction of or plea of guilty or nolo contendere by Optionee to a felony or any crime involving moral turpitude, fraud or misrepresentation;  (v) misappropriation or embezzlement by Optionee of funds or assets of Company.

(c)Retirement.  In the event that Optionee’s Termination occurs on or after Optionee’s Retirement, the Option shall be exercisable by Optionee for a period of 24 months following Optionee’s Retirement.  For purposes of this Agreement, “Retirement” shall mean that on the date of Optionee’s Termination, Optionee has attained age 59-½ and has completed five or more consecutive years of service with the Company or any Subsidiary (or their predecessors, as determined by the Administrator).  If the Option is not exercised within 24 months following Optionee’s Retirement, then such Option shall expire and shall no longer be exercisable.

(d)Other Termination.  In the event that Optionee’s Termination is for any reason other than death, Disability, Cause or Retirement, the Option shall be exercisable by Optionee for a period of 3 months following Optionee’s Termination.  If the Option is not exercised within 3 months following Optionee’s Termination, then the Company shall, in exchange for the cancellation of such unexercised Options and to the extent permissible under applicable law, issue to the Optionee a number of shares of Stock equal to fifty percent (50%) of (i) the product of (1) the number of shares of Common Stock exercisable under such unexercised Options multiplied by (2) the difference between the fair market value of one share of Common Stock on the date of issuance and the exercise price per share of Common Stock under the Options, divided by (ii) the fair market value of one share of Common Stock on the date of issuance.  For purposes of the foregoing, the fair market value of one share of Common Stock on the date of issuance shall be determined in good faith by the Board.  No Options shall be exercisable after such payment is made.

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Section 2.03Manner of Exercise.  Optionee may exercise this NQO, or any portion of this NQO, by giving written notice in such form and at such time as established by the Administrator, payment of the exercise price and payment of any applicable withholding or employment taxes.  The date the Company receives the required written notice of an exercise hereunder accompanied by payment will be considered as the date this NQO was exercised.  Promptly after receipt of the applicable exercise price, the required income and employment tax withholding, if any and any other documents required to be executed by the Administrator, the Company shall, issue to the Optionee or other person entitled to exercise the NQO, the requisite number of NQO Shares acquired upon exercise of the Option, which such shares may be evidenced in book form or by a certificate in the discretion of the Administrator.  The Optionee or transferee of the Optionee shall not have any privileges as a stockholder with respect to any NQO Shares covered by the NQO until the date of the valid exercise of all or a part of the NQO.

Section 2.04Nonassignability of NQO.  This NQO is not assignable or transferable by Optionee except by will or by the laws of descent and distribution; provided, however, Optionee may transfer this NQO to Immediate Family in accordance with the terms of the Plan.  Except to the extent transferred to Immediate Family, during the life of Optionee, the NQO is exercisable only by the Optionee.  Any attempt to otherwise assign, pledge, transfer, hypothecate or dispose of this NQO in a manner not herein permitted, and any levy of execution, attachment, or similar process on this NQO, shall be null and void.

Article III.Restrictions on NQO Shares.

Section 3.01Investor Rights Agreement.  Optionee hereby agrees that the NQO Shares shall be subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of the NQO Shares, the right of the Company to repurchase NQO Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of NQO Shares.  Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Investor Rights Agreement or in such other agreement as the Administrator shall determine and which the Optionee hereby agrees to enter into at the request of the Company upon exercise of the Option.

Section 3.02Legality of Issuance.  The Company shall not be obligated to sell or issue any NQO Shares pursuant to this Agreement if such sale or issuance, in the opinion of the Company and the Company’s counsel, might constitute a violation by the Company of any provision of law, including without limitation the provisions of the Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act of 1933, as amended (the “Securities Act”).

Section 3.03Registration or Qualification of Securities.  The Company may, but shall not be required to, register or qualify the sale of any NQO Shares under the Securities Act, or any other applicable law.  The Company shall not be obligated to take any affirmative action in order to cause the grant or exercise of this NQO or the issuance or sale of any NQO Shares pursuant thereto to comply with any law.

Section 3.04Restriction on Transfer.  Regardless whether the sale of the NQO Shares has been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge or other

3

transfer of NQO Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and the Company’s counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the Exchange Act, the securities laws of any state or any other law.

Section 3.05Stock Certificate Restrictive Legends.  Stock certificates evidencing NQO Shares may bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following legends:

THE TRANSFER, SALE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY.  THE COMPANY WILL FURNISH A COPY OF THE INVESTOR RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT CHARGE.  THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR RESALE OR DISTRIBUTION, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS IN THE OPINION OF COUNSEL FOR THE COMPANY SUCH SALE OR TRANSFER WILL NOT VIOLATE APPLICABLE SECURITIES LAWS.

Article IV.Miscellaneous.

Section 4.01Taxes.  Optionee acknowledges and agrees that Optionee will be responsible for any taxes arising from exercise of this Option and that the Company may withhold the amount of such taxes or require the remittance of such taxes to the Company.

Section 4.02Representations, Warranties, Covenants and Acknowledgments of Optionee Upon Exercise of NQO.  Optionee hereby agrees that in the event that the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the issuance of NQO Shares may be conditioned upon certain representations, warranties and acknowledgments by the person exercising the NQO (the “Purchaser”), including, without limitation, those set forth in Sections 4.02 (a) through (h) hereof:

(a)Investment.  Purchaser is acquiring the NQO Shares for Purchaser’s own account and not for the account of any other person. Purchaser is acquiring the NQO Shares for investment and not with a view to distribution or resale thereof except in compliance with applicable laws regulating securities.

(b)Business Experience.  Purchaser is capable of evaluating the merits and risks of Purchaser’s investment in the Company evidenced by purchase of the NQO Shares.

4

(c)Relation to Company.  Purchaser is presently an officer, director or employee of, or a consultant to, the Company and in such capacity has become personally familiar with the business, affairs, financial condition and results of operations of the Company.

(d)Access to Information.  Purchaser has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transaction contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company.  Purchaser has had access to such financial and other information as is necessary in order for Purchaser to make a fully-informed decision as to investment in the Company by way of purchase of the NQO Shares and has had the opportunity to obtain any additional information necessary to verify any of such information to which Purchaser has had access.

(e)Speculative Investment.  Purchaser’s investment in the Company represented by the NQO Shares is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part.  The amount of such investment is within Purchaser’s risk capital means and is not so great in relation to Purchaser’s total financial resources as would jeopardize the personal financial needs of Purchaser or Purchaser’s family in the event such investment were lost in whole or in part.

(f)Registration.  Purchaser must bear the economic risk of investment for an indefinite period of time because the sale to Purchaser of the NQO Shares has not been registered under the Securities Act and the NQO Shares cannot be transferred by Purchaser unless such transfer is registered under the Securities Act or an exemption from such registration is available.  The Company has made no agreements, covenants or undertakings whatsoever to register the transfer of any of the NQO Shares under the Securities Act.  The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Securities Act, including without limitation any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144, will be available; if the exemption under Rule 144 is available at all, it may not be available until at least two years after payment of cash for the NQO Shares and not then unless: (i) a public trading market then exists in the Company’s common stock; (ii) adequate information as to the Company’s financial and other affairs and operations is then available to the public; and (iii) all other terms and conditions of Rule 144 have been satisfied.

(g)Public Trading.  None of the Company’s securities is presently publicly traded, and the Company has made no representation, covenant or agreement as to whether there will be a public market for any of its securities.

5

(h)Tax Advice.  The Company has made no warranties or representations to Purchaser with respect to the income tax consequences of the transactions contemplated by the option agreement pursuant to which the NQO Shares will be purchased, and Purchaser is in no manner relying on the Company or the Company’s representatives for an assessment of such tax consequences.

Section 4.03Assignment; Binding Effect.  Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, legal representatives and successors of the parties hereto; provided, however, that Optionee may not assign any of Optionee’s rights under this Agreement.

Section 4.04Damages.  Optionee shall be liable to the Company for all costs and damages, including incidental and consequential damages, resulting from a disposition of shares which is not in conformity with the provisions of this Agreement.

Section 4.05Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 4.06Notices.  All notices and other communications under this Agreement shall be in writing.  Unless and until the Optionee is notified in writing to the contrary, all notices, communications and documents shall be directed to the Company at its corporate headquarters.  Unless and until the Company is notified in writing to the contrary, all notices, communications and documents intended for the Optionee and related to this Agreement, if not delivered by hand, shall be mailed to Optionee’s last known address as shown on the Company’s books.  Notices and communications shall be mailed by first class mail, postage prepaid; documents shall be mailed by registered mail, return receipt requested, postage prepaid.  All mailings and deliveries related to this Agreement shall be deemed received only when actually received.

[Signature Page Follows]

6

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

ONCURE HOLDINGS, INC.

By:

Title: Chief Executive Officer

The Optionee hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement and the Plan.

Optionee

Name:

Dated:

[Signature Page to Option Agreement]

7

EX-10.24

Exhibit 10.24

Amended

OnCure Holdings, Inc.

2009 Executive Incentive Plan *

A.            Purpose

The purpose of the Amended Executive Incentive Plan (“Plan”) is to reward executive officers of OnCure Holdings, Inc. (“Company”) and senior managers of the Company’s wholly-owned subsidiary, Oncure Medical Corp. which are party to an employment agreement with Oncure Medical Corp. and/or listed in the table in Section F. below (individually a, “Participant” and collectively, the “Participants”) for enhancing the value of the Company by rewarding the Participant for actions taken to achieve the Company’s EBITDA targets.

B.Eligible Participants

The eligible Participants of the Plan are the Company’s executive officers as well as the senior managers of Oncure Medical Corp. party to an employment agreement with Oncure Medical Corp. and/or listed in the table in Section F. below.  The Compensation Committee of the Company’s Board of Directors (“Compensation Committee”) has sole discretion of defining the eligible Participants and retains the right to modify the Plan.

Under the Plan, a Participant is eligible to receive the annual bonus payment earned for the full year of 2009 provided that the Participant is employed by the Company for the entirety of 2009. In addition, a Participant must be an employee of the Company on the date that annual bonus payments are declared by the Compensation Committee pursuant to Section E below in order to be eligible to receive a bonus payment under the Plan.

A Participant who commences employment with the Company subsequent to January 1, 2009 will be eligible for a pro-rated portion of the Target Bonus as long as the Participant is employed by the Company on or before October 1, 2009 and is employed by the Company continuously through the date that annual bonus payments are declared by the Compensation Committee.

C.            Term of the Plan

The Plan is effective as of January 1, 2009 and governs annual bonus payments to Participant’s related to the 2009 calendar year EBITDA.

D.            Target Bonus

The Target Bonus is the product of a Participant’s base salary (the higher of base salary stated in a Participant’s employment agreement; actual gross base salary paid in 2009; or base annual salary in effect on February 28, 2009) multiplied by a percentage (subject to adjustment provided for below in Section F) of the Participant’s base salary as agreed to by the Compensation Committee or established in an employment agreement or written offer letter with a Participant.

* As Amended by the Compensation Committee on March 27, 2009.

E.             Payment Schedule

The Company will calculate the annual bonus based on full-year 2009 results.  The payment of the annual bonus will be made within thirty (30) days of the following:  (1) the completion of the annual audit of the Company’s financial statements by its independent auditors; and (2) declaration of bonuses by the Compensation Committee.   In the event of a Change of Control (as defined in the Company’s Equity Incentive Plan adopted August 18, 2006), pro rata interim bonuses will be paid to the Participants employed by the Company on the date of the Change of Control if the entity purchasing a controlling interest in the Company does not assume the obligations under this Plan.  Any pro rata interim bonuses paid in connection with a Change in Control will be based upon the Company’s unaudited financial results compared to plan for the most recent month-end prior to the Change of Control   and declared by the Compensation Committee and remitted to the Participants within forty-five (45) days of the Change of Control.  Any annual bonus paid under this Plan shall be reduced by any interim bonus previously paid.  If the entity purchasing a controlling interest in the Company assumes the obligations under this Plan in connection with such Change of Control, the Participants shall not be entitled to the payment of any pro rata interim bonus.

Other Terms and Conditions

1.The Compensation Committee of the Company’s Board of Directors governs the Plan.  If any disagreements arise regarding the interpretation of the provisions of the Plan, the Compensation Committee has the sole discretion to interpret the Plan’s provisions.

2.The Compensation Committee has the right to grant discretionary payments under the Plan at its sole discretion.  The Compensation Committee acknowledges that each of the Participants and the other members of the Company’s management team holding a position of a Vice President agreed to a ten percent (10%) temporary reduction in base salary effective March 1, 2009.  In the event the Company’s financial results for 2009 comply with or exceed the requirements contained within the Company’s senior and subordinated credit facilities, the Compensation Committee agrees that the amount of base salary foregone by each Participant and Vice President shall be paid to each person in a lump sum within ten (10) days of confirmation that the Company complied with the financial covenants contained in the credit facilities (or such earlier time as determined in the discretion of the Compensation Committee) contingent upon the respective Participant or Vice President being employed by the Company on December 31, 2009.

3.The Plan sets forth the entire Executive Incentive Plan for the 2009 calendar year and supersedes all prior and contemporaneous oral and written agreements (other than written employment agreements or commitments in written offer letters), understandings, and representations, if any, with respect to the components of Participant bonus and/or the calculation and payment of Participant bonus.

F.Methodology for Calculation

As illustrated below, for every 1% variance of the actual fiscal year EBITDA either above or below the $43 million target (excluding (i) costs agreed to by the Administrative Agent for the Company’s lenders as an exclusion from EBITDA, (ii) any unbudgeted costs approved by the Compensation Committee or the Board of Directors as an exclusion from EBITDA and (iii) any overachievement earned as a result of this Compensation Plan), there will be a variance in the amount of each Participant’s target bonus achievement paid, subject to a minimum achievement of $41 million of EBITDA.  If the actual fiscal year 2009 EBITDA is below $41 million, no corporate bonuses will be earned.  The percentage achievement above the target EBITDA of $43 million will not be subject to a maximum cap.  A Participant will be awarded a percentage of his or her target based on the following schedule:

2

Target Achievement Percentage	EBITDA(1)	Bonus Amount(2)	Payment Percentage
Above 105%		Payment percentages increase 10% for each 1% above 105%
105%	45,150	1,720,298	135	%
104%	44,720	1,592,869	125	%
103%	44,290	1,465,439	115	%
102%	43,860	1,401,725	110	%
101%	43,430	1,338,010	105	%
100%	43,000	1,274,295	100	%
99%	42,570	1,210,580	95	%
98%	42,140	1,083,151	85	%
97%	41,710	955,721	75	%
96%	41,280	828,292	65	%
95%	41,000	700,862	55	%

Employee	Percentage of 2009 Base Salary		Target Bonus @ 100%(2)
David Chernow	100	%	$	508,014
Duane Choate	65	%	$	224,263
Russell Phillips	60	%	$	171,007
William Pegler	50	%	$	115, 011
George Welton	30	%	$	54,000
Ryan Armbruster	30	%	$	49,500
Joe Stork	50	%	$	100,000
Darrell Luzzo	30	%	$	52,500
			$	1,274,295

(1)Adjustments to the 2009 targets shown above will be made for acquisitions made during the year in amounts agreed upon by the Compensation Committee and Executive Management of the Company.  Adjustments to the 2009 targets shown above will also be made for any capital expenditures that exceed the capital expenditure budget for fiscal 2009 in amounts agreed upon by the Compensation Committee and Executive Management.

(2)Adjustments to the target bonus amount for each individual will be made based upon the higher of base salary stated in Employment Agreements; actual gross base salary paid in 2009; or base annual salary in effect on February 28, 2009, excluding all other forms of compensation paid (i.e., car allowances, moving expenses, option related compensation or any other payments not related to 2009 base salary).

3

EX-10.25

Exhibit 10.25

$40,000,000

CREDIT AGREEMENT

Dated as of May 13, 2010

among

ONCURE MEDICAL CORP., FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC., FROG ONCURE SOUTHSIDE, L.L.C., JAXPET, LLC, JAXPET/POSITECH, L.L.C., MANATEE RADIATION ONCOLOGY, INC., MICA FLO II, INC., MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC., POINTE WEST ONCOLOGY, LLC, RADIATION ONCOLOGY CENTER, LLC, U.S. CANCER CARE, INC., USCC ACQUISITION CORP., USCC FLORIDA ACQUISITION CORP., USCC HEALTHCARE MANAGEMENT CORP., SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC., VENICE ONCOLOGY CENTER, INC., ENGLEWOOD ONCOLOGY, INC., CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC., INTERHEALTH FACILITY TRANSPORT, INC., SARASOTA COUNTY ONCOLOGY, INC., COASTAL ONCOLOGY, INC., AND SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP., INDIVIDUALLY AND COLLECTIVELY, THE BORROWER

ONCURE HOLDINGS, INC., AS ONE OF THE GUARANTORS

THE LENDERS AND L/C ISSUERS PARTY HERETO

and

GENERAL ELECTRIC CAPITAL CORPORATION,
AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

GE CAPITAL MARKETS, INC.,
AS SOLE LEAD ARRANGER AND BOOKRUNNER

TABLE OF CONTENTS

			Page
ARTICLE 1	DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS		1
Section 1.1		Defined Terms	1
Section 1.2		UCC Terms	34
Section 1.3		Accounting Terms and Principles	34
Section 1.4		Payments	34
Section 1.5		Interpretation	34
ARTICLE 2	THE FACILITIES		35
Section 2.1		The Commitments	35
Section 2.2		Borrowing Procedures	36
Section 2.3		Swing Loans	38
Section 2.4		Letters of Credit	40
Section 2.5		Reduction and Termination of the Commitments	43
Section 2.6		Repayment of Loans	43
Section 2.7		Optional Prepayments	43
Section 2.8		Mandatory Prepayments	43
Section 2.9		Interest	44
Section 2.10		Conversion and Continuation Options	45
Section 2.11		Fees	45
Section 2.12		Application of Payments	46
Section 2.13		Payments and Computations	47
Section 2.14		Evidence of Debt	48
Section 2.15		Suspension of Eurodollar Rate Option	50
Section 2.16		Breakage Costs; Increased Costs; Capital Requirements	51
Section 2.17		Taxes	52
Section 2.18		Substitution of Lenders	55
Section 2.19		Appointment of Borrower Representative	57
Section 2.20		Joint and Several Liability	57
Section 2.21		Revolving Credit Commitment Increase	61
ARTICLE 3	CONDITIONS TO LOANS AND LETTERS OF CREDIT		63
Section 3.1		Conditions Precedent to Initial Loans and Letters of Credit	63
Section 3.2		Conditions Precedent to Each Loan and Letter of Credit	66
Section 3.3		Determinations of Initial Borrowing Conditions	67
ARTICLE 4	REPRESENTATIONS AND WARRANTIES		67
Section 4.1		Corporate Existence; Compliance with Law	67
Section 4.2		Loan and Related Documents	68
Section 4.3		Ownership of Group Members	69

i

TABLE OF CONTENTS
(continued)

			Page
Section 4.4		Financial Statements	69
Section 4.5		Material Adverse Effect	70
Section 4.6		Solvency	70
Section 4.7		Litigation	70
Section 4.8		Taxes	70
Section 4.9		Margin Regulations	71
Section 4.10		No Burdensome Obligations; No Defaults	71
Section 4.11		Investment Company Act; Public Utility Holding Company Act	71
Section 4.12		Labor Matters	71
Section 4.13		ERISA	71
Section 4.14		Environmental Matters	72
Section 4.15		Intellectual Property	72
Section 4.16		Title; Real Property	73
Section 4.17		Full Disclosure	73
Section 4.18		Patriot Act	73
Section 4.19		Management Services Agreements	74
Section 4.20		Insurance	74
Section 4.21		Representations and Warranties Pertaining to Licensed Locations	74
ARTICLE 5	FINANCIAL COVENANTS		75
Section 5.1		Maximum First Lien Leverage Ratio	75
Section 5.2		Reserved	75
Section 5.3		Minimum Consolidated Fixed Charge Coverage Ratio	75
Section 5.4		Reserved	75
ARTICLE 6	REPORTING COVENANTS		75
Section 6.1		Financial Statements	75
Section 6.2		Other Events	77
Section 6.3		Copies of Notices and Reports	78
Section 6.4		Taxes	78
Section 6.5		Labor Matters	78
Section 6.6		ERISA Matters	78
Section 6.7		Reserved	79
Section 6.8		Other Information	79
ARTICLE 7	AFFIRMATIVE COVENANTS		79
Section 7.1		Maintenance of Corporate Existence	79

ii

TABLE OF CONTENTS
(continued)

			Page
Section 7.2		Compliance with Laws, Etc.	79
Section 7.3		Payment of Obligations	79
Section 7.4		Maintenance of Property	79
Section 7.5		Maintenance of Insurance	80
Section 7.6		Keeping of Books	80
Section 7.7		Access to Books and Property	80
Section 7.8		Environmental	81
Section 7.9		Use of Proceeds	81
Section 7.10		Additional Collateral and Guaranties	81
Section 7.11		Deposit Accounts; Securities Accounts and Cash Collateral Accounts	82
Section 7.12		Covenants Pertaining to Licensed Locations	83
Section 7.13		Post-Closing Deliveries	83
Section 7.14		Management Services Agreements	84
Section 7.15		Reimbursement Reduction	84
ARTICLE 8	NEGATIVE COVENANTS		84
Section 8.1		Indebtedness	85
Section 8.2		Liens	86
Section 8.3		Investments	87
Section 8.4		Asset Sales	89
Section 8.5		Restricted Payments	89
Section 8.6		Prepayment of Indebtedness	90
Section 8.7		Fundamental Changes	91
Section 8.8		Change in Nature of Business	92
Section 8.9		Transactions with Affiliates	92
Section 8.10		Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments	93
Section 8.11		Modification of Certain Documents	93
Section 8.12		Accounting Changes; Fiscal Year	94
Section 8.13		Margin Regulations	95
Section 8.14		Compliance with ERISA	95
Section 8.15		Restricted Payments	95
ARTICLE 9	EVENTS OF DEFAULT		95
Section 9.1		Definition	95
Section 9.2		Remedies	97
Section 9.3		Actions in Respect of Letters of Credit	98

iii

TABLE OF CONTENTS
(continued)

			Page
ARTICLE 10	THE ADMINISTRATIVE AGENT		98
Section 10.1		Appointment and Duties	98
Section 10.2		Binding Effect	99
Section 10.3		Use of Discretion	99
Section 10.4		Delegation of Rights and Duties	99
Section 10.5		Reliance and Liability	100
Section 10.6		Administrative Agent Individually	101
Section 10.7		Lender Credit Decision	101
Section 10.8		Expenses; Indemnities	101
Section 10.9		Resignation of Administrative Agent or L/C Issuer	102
Section 10.10		Release of Collateral or Guarantors	103
Section 10.11		Additional Secured Parties	103
ARTICLE 11	MISCELLANEOUS		104
Section 11.1		Amendments, Waivers, Etc.	104
Section 11.2		Assignments and Participations; Binding Effect	106
Section 11.3		Costs and Expenses	109
Section 11.4		Indemnities	109
Section 11.5		Survival	110
Section 11.6		Limitation of Liability for Certain Damages	111
Section 11.7		Lender-Creditor Relationship	111
Section 11.8		Right of Setoff	111
Section 11.9		Sharing of Payments, Etc.	111
Section 11.10		Marshaling; Payments Set Aside	112
Section 11.11		Notices	112
Section 11.12		Electronic Transmissions	113
Section 11.13		Governing Law	114
Section 11.14		Jurisdiction	114
Section 11.15		Waiver of Jury Trial	115
Section 11.16		Severability	115
Section 11.17		Execution in Counterparts	115
Section 11.18		Entire Agreement	115
Section 11.19		Use of Name	115
Section 11.20		Non-Public Information; Confidentiality	116
Section 11.21		Patriot Act Notice	116

iv

THIS CREDIT AGREEMENT, DATED AS OF MAY 13, 2010, IS ENTERED INTO AMONG ONCURE MEDICAL CORP., A DELAWARE CORPORATION (“ONCURE”), FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC., A CALIFORNIA CORPORATION (“F & A”), FROG ONCURE SOUTHSIDE, L.L.C., A FLORIDA LIMITED LIABILITY COMPANY (“FROG”), JAXPET, LLC, A FLORIDA LIMITED LIABILITY COMPANY,  (“JAXPET”), JAXPET/POSITECH, L.L.C., A FLORIDA LIMITED LIABILITY COMPANY (“POSITECH”), MANATEE RADIATION ONCOLOGY, INC., A FLORIDA CORPORATION (“MANATEE”), MICA FLO II, INC., A DELAWARE CORPORATION (“MICA FLO”), MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC., A CALIFORNIA CORPORATION (“MISSION VIEJO”), POINTE WEST ONCOLOGY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“POINTE WEST”), RADIATION ONCOLOGY CENTER, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (“RADIATION ONCOLOGY”), U.S. CANCER CARE, INC., A DELAWARE CORPORATION (“US CANCER CARE”), USCC ACQUISITION CORP., A DELAWARE CORPORATION (“USCC ACQUISITION”), USCC FLORIDA ACQUISITION CORP., A DELAWARE CORPORATION (“USCC FLORIDA”), USCC HEALTHCARE MANAGEMENT CORP., A CALIFORNIA CORPORATION (“USCC HEALTHCARE”), SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC., A FLORIDA CORPORATION (“SARASOTA”), VENICE ONCOLOGY CENTER, INC., A FLORIDA CORPORATION (“VENICE”), ENGLEWOOD ONCOLOGY, INC., A FLORIDA CORPORATION (“ENGLEWOOD”), CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC., A FLORIDA CORPORATION (“CHARLOTTE”), INTERHEALTH FACILITY TRANSPORT, INC., A FLORIDA CORPORATION (“INTERHEALTH”), SARASOTA COUNTY ONCOLOGY, INC., A FLORIDA CORPORATION (“COUNTY”), COASTAL ONCOLOGY, INC., A CALIFORNIA CORPORATION (“COASTAL”), AND SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP., A CALIFORNIA CORPORATION (“SCROM”), (INDIVIDUALLY AND COLLECTIVELY, THE “BORROWER”), ONCURE HOLDINGS, INC., A DELAWARE CORPORATION (“HOLDINGS”), THE LENDERS (AS DEFINED BELOW), THE L/C ISSUERS (AS DEFINED BELOW) AND GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”), AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS AND THE L/C ISSUERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”).

The parties hereto agree as follows:

ARTICLE 1
DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1             Defined Terms.  As used in this Agreement, the following terms have the following meanings:

“Additional Lender” has the meaning specified in Section 2.22(b).

“Affected Lender” has the meaning specified in Section 2.18.

“Affiliate” means, with respect to any Person, each officer, director or general partner of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no Secured Party shall be an Affiliate of the Borrower.  For purpose of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agreement” means this Credit Agreement.

“Applicable Margin” means, (i) with respect to Base Rate Loans,  a percentage equal to 3.50% per annum, (ii) with respect to Eurodollar Rate Loans, a percentage equal to 4.50% per annum, and (iii) with respect to the Unused Commitment Fee, a percentage equal to the percentage set forth below in the applicable column opposite the level corresponding to the actual daily balance of Revolving Credit Outstandings during the quarter for which the Unused Commitment Fee is calculated:

ACTUAL DAILY BALANCE OF REVOLVING CREDIT OUTSTANDINGS	UNUSED COMMITMENT FEE
Less than 50% of the Revolving Credit Commitment	0.75	%
50% or more of the Revolving Credit Commitment	0.50	%

“Approved Fund” means, with respect to any Lender, any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (b) is advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages such Lender.

“Assignment” means an assignment agreement entered into by a Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 11.2 (with the consent of any party whose consent is required by Section 11.2), accepted by the Administrative Agent, in substantially the form of Exhibit A, or any other form approved by the Administrative Agent.

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended and in effect from time to time and the regulations issued from time to time thereunder.

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal

2

Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent), (b) the sum of 1.5% per annum and the Federal Funds Rate, and (c) the sum of (x) the Eurodollar Rate, as defined herein, calculated for each such day based on an Interest Period of three months determined two (2) Business Days prior to such day (which, for the avoidance of doubt, shall not be less than 1.5% per annum), plus (y) the excess of the Applicable Margin for Eurodollar Rate Loans over the Applicable Margin for Base Rate Loans, in each instance, as of such day.  Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “Prime Rate,” “bank prime loan” rate, the Federal Funds Rate, or the Eurodollar Rate for an Interest Period of three months.

“Base Rate Loan” means any Loan that bears interest based on the Base Rate.

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) to which any Loan Party incurs or otherwise has any obligation or liability, contingent or otherwise.

“Borrower” has the meaning set forth in the preamble to this Agreement.  If there is more than one Borrower entity, then the term “Borrower” shall mean the singular and the collective reference to any or all entities constituting or comprising Borrower.

“Borrower Representative” means Oncure.

“Borrowing” means a borrowing consisting of Loans (other than Swing Loans and Loans deemed made pursuant to Section 2.3 or 2.4) made in one Facility on the same day by the Lenders according to their respective Commitments under such Facility.

“Business Day” means any day of the year that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City or Irvine, California and, when determined in connection with notices and determinations in respect of any Eurodollar Rate or Eurodollar Rate Loan or any funding, conversion, continuation, Interest Period or payment of any Eurodollar Rate Loan, that is also a day on which dealings in Dollar deposits are carried on in the London interbank market.

“Capital Expenditures” means, for any Person for any period, the aggregate of all expenditures, whether or not made through the incurrence of Indebtedness, by such Person and its Subsidiaries during such period for the acquisition, leasing (pursuant to a Capital Lease), construction, replacement, repair, substitution or improvement of fixed or capital assets or additions to equipment, in each case required to be capitalized under GAAP on a Consolidated balance sheet of such Person, excluding (a) interest capitalized during construction; (b) any expenditure to the extent, for purpose of the definition of Permitted Acquisition, such expenditure is part of the aggregate amounts payable in connection with, or other consideration for, any Permitted Acquisition consummated during or prior to such period; (c) Net Cash Proceeds of Asset Sales received during such which (i) Borrower or a Subsidiary is permitted to reinvest pursuant to the terms of this Agreement and (ii) the application of which is included in

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capital expenditures above; (d) proceeds of property and casualty insurance policies received during such period which (i) Borrower or a Subsidiary is permitted to reinvest pursuant to the terms of this Agreement and (ii) the application of which is included in capital expenditures above; and (e) any credit granted by the seller of equipment for the value of existing equipment traded-in by Borrower or a Subsidiary contemporaneous with the purchase of such equipment.

“Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property (whether real, personal or mixed) by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.

“Capitalized Lease Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any Sale and Leaseback Transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that would be, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Collateral Account” means a deposit account or securities account in the name of the Borrower and under the sole control (as defined in the applicable UCC) of the Administrative Agent and (a) in the case of a deposit account, from which the Borrower may not make withdrawals except as permitted by the Administrative Agent and (b) in the case of a securities account, with respect to which the Administrative Agent shall be the entitlement holder and the only Person authorized to give entitlement orders with respect thereto.

“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000, (e) repurchase agreements and reverse repurchase agreements with a duration of not more than 30 days with respect to securities described in clause (a) or (b) above entered into with an office of a bank or trust company meeting the criteria specified in clause (e) above and (f) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) and (d) above shall not exceed 365 days.

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“CERCLA” means the United States Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.).

“Change of Control” means the occurrence of any of the following:  (a) the Permitted Investors shall collectively cease to, directly or indirectly, own and control at least (i) 51% of the outstanding equity interests of Holdings owned by them on the Closing Date (after giving effect to the consummation of the transactions contemplated by the Related Documents) or (ii) that percentage of the outstanding voting equity interests of Holdings necessary at all times to elect a majority of the board of directors (or similar governing body) of Holdings and to direct the management policies and decisions of Holdings, unless the Permitted Investors beneficially own and control (a) at least 35% on a fully diluted basis, of the outstanding combined economic and voting interest in the equity interest of Holdings and (b) on a fully diluted basis, more of the outstanding combined economic and/or voting interests in the equity interests of Holdings than any other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), (b) Holdings shall cease to own and control legally and beneficially all of the economic and voting rights associated with ownership of all outstanding Voting Stock of all classes of Voting Stock of Oncure or (c) a “Change of Control” or any term of similar effect, as defined in the Indenture or in any other document governing Indebtedness of any Group Member that is subordinated to the Obligations.

“Closing Date” means the date of this Agreement.

“CMS” means the Centers for Medicare & Medicaid Services.

“Code” means the U.S. Internal Revenue Code of 1986.

“Collateral” means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted or purported to be granted pursuant to any Loan Document.

“Commitment” means, with respect to any Lender, such Lender’s Revolving Credit Commitment.

“Commitment Increase Amendment” has the meaning specified in Section 2.21(d).

“Commitment Increase Effective Date” has the meaning specified in Section 2.21(d).

“Compliance Certificate” means a certificate substantially in the form of Exhibit G.

“Consolidated” means, with respect to any Person, the accounts of such Person and its Subsidiaries consolidated in accordance with GAAP.

“Consolidated Cash Interest Expense” means, with respect to any Person for any period, the Consolidated Interest Expense of such Person for such period less the sum of, in each case to the extent included in the definition of Consolidated Interest Expense, (a) the amortized amount of debt discount and debt issuance costs, (b) charges relating to write-ups or write-downs in the book or carrying value of existing Consolidated Total Debt, (c) interest payable in evidences of

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Indebtedness or by addition to the principal of the related Indebtedness and (d) other non-cash interest.

“Consolidated EBITDA” means, with respect to any Person for any period, (a) the Consolidated Net Income of such Person for such period plus (b) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income but without duplication, (i) any provision for franchise taxes and United States federal income taxes or other taxes measured by net income, (ii) Consolidated Interest Expense, amortization of debt discount and commissions and other fees and charges associated with Indebtedness (including fees and expenses related to the consummation of the Related Transactions and the payment of all fees, costs and expenses associated with the foregoing, limited solely to the extent disclosed to the Administrative Agent on or prior to the Closing Date or otherwise reasonably acceptable to the Administrative Agent), (iii) any loss from extraordinary items, (iv) any depreciation, depletion and amortization expense, (v) any aggregate net loss on the Sale of property (other than accounts (as defined under the applicable UCC) and inventory) outside the ordinary course of business, (vi) any other non-cash expenditure, charge or loss for such period (other than any non-cash expenditure, charge or loss relating to write-offs, write-downs or reserves with respect to accounts and inventory), including the amount of any compensation deduction as the result of any grant of Stock or Stock Equivalents to employees, officers, directors or consultants, (vii) any portion of Genstar Fees paid (without duplication for accruals in prior periods) or accrued during such period, (viii) expenses incurred in connection with funding employee stock ownership program at Oncure, (ix) non-recurring expenses associated with executive recruiting fees, management restructuring and executive severance fees, (x) non recurring expenses consented to by the Administrative Agent, (xi) Pro Forma Acquisition EBITDA for each Permitted Acquisition minus (c) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income and without duplication, (i) any credit for United States federal income taxes or other taxes measured by net income, (ii) any gain from extraordinary items and any other non-recurring gain, (iii) any aggregate net gain from the Sale of property (other than accounts (as defined in the applicable UCC) and inventory) out of the ordinary course of business by such Person, (iv) any other non-cash gain, including any reversal of a charge referred to in clause (b)(vi) above by reason of a decrease in the value of any Stock or Stock Equivalent, and (v) any other cash payment in respect of expenditures, charges and losses that have been added to Consolidated EBITDA of such Person pursuant to clause (b) (vi) above in any prior period.

“Consolidated First Lien Debt” of any Person means Consolidated Total Debt minus the outstanding principal balance of all Subordinated Debt and Second Lien Debt.

“Consolidated First Lien Leverage Ratio” means, with respect to any Person as of any date, the ratio of (a) Consolidated First Lien Debt to (b) Consolidated EBITDA for such Person for the last period of four consecutive Fiscal Quarters ending on or before such date.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of (a) Consolidated EBITDA of such Person for such period minus unfinanced Capital Expenditures of such Person for such period minus to the extent not already reflected in the calculation of Consolidated EBITDA of such Person, other capitalized costs, defined as the

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gross amount capitalized during such period, as long term assets, other than Capital Expenditures to (b) the Consolidated Fixed Charges of such Person for such period.

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum, determined on a Consolidated basis, of (a) the Consolidated Cash Interest Expense of such Person and its Subsidiaries for such period, (b) the total liability for United States federal income taxes and other taxes measured by net income actually payable by such Person in respect of such period (c) the principal amount of scheduled payments with respect to all Consolidated Total Debt (including Capitalized Lease Obligations) of such Person and its Subsidiaries that are due during such period, (d) all cash dividends paid by such Person and its Subsidiaries on Stock in respect of such period to Persons other than such Person and its Subsidiaries, (e) increases (or less the decreases) during such period in deferred tax assets, and (f) decreases (or less the increases) during such period in deferred tax liabilities.

“Consolidated Interest Expense” means, for any Person for any period, (a) Consolidated total interest expense of such Person and its Subsidiaries for such period and including, in any event, (i) interest capitalized during such period and net costs under Interest Rate Contracts for such period and (ii) all fees, charges, commissions, discounts and other similar obligations (other than reimbursement obligations) with respect to letters of credit, bank guarantees, banker’s acceptances, surety bonds and performance bonds (whether or not matured) payable by such Person and its Subsidiaries during such period minus (b) the sum of (i) Consolidated net gains of such Person and its Subsidiaries under Interest Rate Contracts for such period and (ii)  Consolidated interest income of such Person and its Subsidiaries for such period.

“Consolidated Net Income” means, with respect to any Person, for any period, the Consolidated net income (or loss) of such Person and its Subsidiaries for such period; provided, however, that the following shall be excluded:  (a) the net income of any other Person (other than a Loan Party) in which such Person or one of its Subsidiaries has a joint interest with a third-party (which interest does not cause the net income of such other Person to be Consolidated into the net income of such Person), except to the extent of the amount of dividends or distributions paid to such Person or Subsidiary (but in any event only if such Person has pledged of all of the Stock of such joint venture (including an Unconsolidated Operating Entity) held by such Person as Collateral for the Obligations), (b) the net income of any Subsidiary of such Person that is, on the last day of such period, subject to any restriction or limitation on the payment of dividends or the making of other distributions, to the extent of such restriction or limitation and (c) the net income of any other Person arising prior to such other Person becoming a Subsidiary of such Person or merging or consolidating into such Person or its Subsidiaries; and provided, however, that, notwithstanding the foregoing, for a period of forty-five (45) days following the Closing Date, dividends or distributions paid to USCC Florida on account of its equity interest in Memorial Southside Cancer Center, LLC (the “Southside JV”) shall be included as Consolidated Net Income notwithstanding the fact USCC has not pledged all of the Stock of the Southside JV held by USCC Florida as Collateral for the Obligations.

“Consolidated Total Debt” of any Person means the sum, without duplication, of (a) the outstanding principal amount of all Indebtedness of a type described in clause (a), (b), (d) and (f) of the definition thereof, (b) the outstanding amount of all Indebtedness of a type described in clause (c)(i) of the definition thereof and (c) the outstanding amount of all Guaranty Obligations

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with respect to any such Indebtedness a type described in clause (a), (b), (c)(i), (d) or (f) of the definition thereof, in each case of such Person and its Subsidiaries on a Consolidated basis.

“Constituent Documents” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint venture agreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or duties of the directors, officers or managing members of such Person or the designation, amount or relative rights, limitations and preferences of any Stock of such Person.

“Contractual Obligation” means, with respect to any Person, any provision of any Security issued by such Person or of any document or undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

“Control Agreement” means, with respect to any deposit account, any securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance satisfactory to the Administrative Agent, among the Administrative Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account, effective to grant “control” (as defined under the applicable UCC) over such account to the Administrative Agent.

“Controlled Deposit Account” means each deposit account (including all funds on deposit therein) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a financial institution approved by the Administrative Agent.

“Controlled Securities Account” means each securities account or commodity account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a securities intermediary or commodity intermediary approved by the Administrative Agent.

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

“Corporate Chart” means a document in form reasonably acceptable to the Administrative Agent and setting forth, as of a date set forth therein, for each Person that is a Loan Party, that is subject to Section 7.10 or that is a Subsidiary or joint venture (including an Unconsolidated Operating Entity) of any of them, (a) the full legal name of such Person, (b) the jurisdiction of organization and any organizational number and tax identification number of such Person, (c) the location of such Person’s chief executive office (or, if applicable, sole place of business) and (d) the number of shares of each class of Stock of such Person (other than Holdings) authorized, the number outstanding and the number and percentage of such

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outstanding shares for each such class owned, directly or indirectly, by any Loan Party or any Subsidiary of any of them.

“Customary Permitted Liens” means, with respect to any Person, any of the following:

(a)           Liens (i) with respect to the payment of taxes, assessments or other governmental charges or (ii) of suppliers, carriers, materialmen, warehousemen, workmen or mechanics and other similar Liens, in each case imposed by law or arising in the ordinary course of business, and, for each of the Liens in clauses (i) and (ii) above for amounts that are not yet delinquent or that are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(b)           Liens of a collection bank on items in the course of collection arising under Section 4-208 of the UCC as in effect in the State of New York or any similar Section under any applicable UCC or any similar Requirement of Law of any foreign jurisdiction;

(c)           pledges or cash deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance or other types of social security benefits (other than any Lien imposed by ERISA), (ii) to secure the performance of bids, tenders, leases (other than Capital Leases) sales or other trade contracts (other than for the repayment of borrowed money) or (iii) made in lieu of, or to secure the performance of, surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation);

(d)           attachments, judgments and similar liens (other than for the payment of taxes, assessments or other governmental charges) securing judgments and other proceedings not constituting an Event of Default under Section 9.1(e) and pledges or cash deposits made in lieu of, or to secure the performance of, judgment or appeal bonds in respect of such judgments and proceedings;

(e)           Liens (i) arising by reason of zoning restrictions, easements, licenses, reservations, restrictions, covenants, rights-of-way, encroachments, minor defects or irregularities in title (including leasehold title) and other similar encumbrances on the use of real property or (ii) consisting of leases, licenses or subleases granted by a lessor, licensor or sublessor on its property (in each case other than Capital Leases) otherwise permitted under Section 8.4 that, for each of the Liens in clauses (i) and (ii) above, do not, in the aggregate, materially (x) impair the value or marketability of such real property or (y) interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

(f)            Liens of landlords and mortgagees of landlords (i) arising by statute, (ii) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, and (iii) for amounts not yet overdue or that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP; and

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(g)           the title and interest of a lessor or sublessor in and to personal property leased or subleased (other than through a Capital Lease), in each case extending only to such personal property.

“Default” means any Event of Default and any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Disclosure Documents” means, collectively, all confidential information memoranda and related materials prepared in connection with the syndication of the Facilities.

“Dollars” and the sign “$” each mean the lawful money of the United States of America.

“Domestic Person” means any “United States person” under and as defined in Section 770l(a)(30) of the Code.

“E-Fax” means any system used to receive or transmit faxes electronically.

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service.

“Environmental Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources, including CERCLA, the SWDA, the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), all regulations promulgated under any of the foregoing, all analogous Requirements of Law and Permits and any environmental transfer of ownership notification or approval statutes, including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.).

“Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any environmental, health or safety condition or with any Release and resulting from the ownership, lease, sublease or other operation or occupation of property by any Group Member, whether on, prior or after the date hereof.

“ERISA” means the United States Employee Retirement Income Security Act of 1974.

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“ERISA Affiliate” means, collectively, any Loan Party, and any Person under common control, or treated as a single employer, with any Loan Party, within the meaning of Section 414(b) , (c) , (m) or (o) of the Code.

“ERISA Event” means any of the following:  (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan, (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due, (h) the imposition of a lien under Section 412 of the Code or Section 302 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate, (i) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder and (j) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent.

“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.

“E-System” means any electronic system, including Intralinks® and CleraPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

“Eurodollar Base Rate” means, with respect to any Interest Period for any Eurodollar Rate Loan,  the highest of (a) 1.50% per annum, (b) the rate determined by the Administrative Agent to be the offered rate for deposits in Dollars for the applicable Interest Period appearing on the Reuters Screen LIBOR01 page as of 11:00 a.m. (London time) on the second full Business Day next preceding the first day of each Interest Period, and (c) the rate determined by the Administrative Agent to be the offered rate for deposits in Dollars based on an Interest Period of three months appearing on the Reuters Screen LIBOR01 page as of 11:00 a.m. (London time) on the second full Business Day next preceding the first day of each Interest Period.  In the event that such rate does not appear on the Reuters Screen LIBOR01 page at such time, the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying the offered rate for deposit in Dollars in the London interbank market as may be selected by the Administrative Agent and, in the absence of availability, such

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other method to determine such offered rate as may be selected by the Administrative Agent in its sole discretion.

“Eurodollar Rate” means, with respect to any Interest Period and for any Eurodollar Rate Loan, an interest rate per annum determined as the ratio of (a) the Eurodollar Base Rate with respect to such Interest Period for such Eurodollar Rate Loan to (b) the difference between the number one and the Eurodollar Reserve Requirements with respect to such Interest Period and for such Eurodollar Rate Loan.

“Eurodollar Rate Loan” means any Loan that bears interest based on the Eurodollar Rate.

“Eurodollar Reserve Requirements” means, with respect to any Interest Period and for any Eurodollar Rate Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (expressed as a decimal number) of reserve requirements in effect two Business Days prior to the first day of such Interest Period (including basic, supplemental, marginal and emergency reserves) under any regulations of the Federal Reserve Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained by a member bank of the United States Federal Reserve System.

“Event of Default” has the meaning specified in Section 9.1.

“Excluded Foreign Subsidiary” means any Subsidiary that is not a Domestic Person and in respect of which any of (a) the pledge of all of the Stock of such Subsidiary as Collateral for any Obligation of the Borrower, (b) the grant by such Subsidiary of a Lien on any of its property as Collateral for any Obligation of the Borrower or (c) such Subsidiary incurring Guaranty Obligations with respect to any Obligation of Holdings, the Borrower or any Domestic Person could reasonably be expected, in the good faith judgment of the Borrower, to result in adverse tax consequences to the Loan Parties and their Subsidiaries, taken as a whole; provided, however, that (x) the Administrative Agent and the Borrower may agree that, despite the foregoing, any such Subsidiary shall not be an “Excluded Foreign Subsidiary” and (y) no such Subsidiary shall be an “Excluded Foreign Subsidiary” if, with substantially similar tax consequences, such Subsidiary has entered into any Guaranty Obligations with respect to, such Subsidiary has granted a security interest in any of its property to secure, or more than 66% of the Voting Stock of such Subsidiary was pledged to secure, directly or indirectly, any Indebtedness (other than the Obligations) of any Loan Party.

“Existing Agent” means GE Business Financial Services Inc., in its capacity as administrative agent under the Existing Credit Agreement.

“Existing Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of August 18, 2006, among each Borrower, Holdings, the institutions party thereto as lenders and issuers and the Existing Agent.

“Existing Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of August 18, 2006 (as amended, modified and supplemented from time to time) by and among the Borrower, CDPQ Investments (U.S.) Inc., Ares Capital Corporation and Holdings.

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“Facilities” and “Facility” means the Revolving Credit Facility.

“Federal Flood Insurance” means Federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as determined by the Administrative Agent in its sole discretion.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System and any successor thereto.

“Fee Letter” means the letter agreement, dated as of May 13, 2010, addressed to the Borrower from the Administrative Agent and accepted by the Borrower, with respect to certain fees to be paid from time to time to the Administrative Agent and its Related Persons.

“FEMA” means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program.

“Financial Statement” means each financial statement delivered pursuant to Section 4.4 or 6.1.

“Fiscal Quarter” means each 3 fiscal month period ending on March 31, June 30, September 30 or December 31.

“Fiscal Year” means the twelve-month period ending on December 31.

“Flood Insurance” means, for any real property located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines.  Flood Insurance shall be in an amount equal to the full, unpaid balance of the Loans and any prior liens on the real property up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Agent, with deductibles not to exceed $50,000.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination.  Subject to Section 1.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the Financial Statements described in Section 4.4(a).

“Genstar” means Genstar Capital, LLC.

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“Genstar Advisory Services Agreement” means the Advisory Services Agreement dated August 18, 2006 by and between Genstar and Oncure, in the form presented to the Administrative Agent on the date hereof, together with such amendments, restatements, supplements or other modification to any provision thereof made in accordance with Section 8.11 of this Agreement.

“Genstar Fees” means the closing fee, the Management Fee (as such term is defined in the Genstar Advisory Services Agreement), and the Advisory Fee (as such term is defined in the Genstar Advisory Services Agreement), together with indemnities and reimbursement of reasonable out-of-pocket fees and expenses, in each case payable to Genstar pursuant to, and subject to the terms of the Genstar Advisory Services Agreement as made available to the Administrative Agent on the Closing Date.

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Group Members” means, collectively, the Borrower, its Subsidiaries, Holdings and any Unconsolidated Operating Entity that has become a Loan Party pursuant to the terms of Section 7.10 of this Agreement.

“Group Members’ Accountants” means Ernst & Young LLP or other nationally-recognized independent registered certified public accountants reasonably acceptable to the Administrative Agent.

“Guarantor” means Holdings; each Wholly Owned Subsidiary of any Borrower listed on Schedule 4.3 that is not a Borrower or an Excluded Foreign Subsidiary and each other Person that enters into any Guaranty Obligation with respect to any Obligation of any Loan Party.

“Guaranty and Security Agreement” means a guaranty and security agreement, in substantially the form of Exhibit H, among the Administrative Agent, the Borrower and other Guarantors from time to time party thereto.

“Guaranty Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person for any Indebtedness, lease, dividend or other obligation (the “primary obligation”) of another Person (the “primary obligor”), if the purpose or intent of such Person in incurring such liability, or the economic effect thereof, is to guarantee such primary obligation or provide support, assurance or comfort to the holder of such primary obligation or to protect or indemnify such holder against loss with respect to such primary obligation, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of any primary obligation, (b) the incurrence of reimbursement obligations with respect to any letter of credit or bank guarantee in support of any primary

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obligation, (c) the existence of any Lien, or any right, contingent or otherwise, to receive a Lien, on the property of such Person securing any part of any primary obligation and (d) any liability of such Person for a primary obligation through any Contractual Obligation (contingent or otherwise) or other arrangement (i) to purchase, repurchase or otherwise acquire such primary obligation or any security therefor or to provide funds for the payment or discharge of such primary obligation (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency, working capital, equity capital or any balance sheet item, level of income or cash flow, liquidity or financial condition of any primary obligor, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party to any Contractual Obligation, (iv) to purchase, sell or lease (as lessor or lessee) any property, or to purchase or sell services, primarily for the purpose of enabling the primary obligor to satisfy such primary obligation or to protect the holder of such primary obligation against loss or (v) to supply funds to or in any other manner invest in, such primary obligor (including to pay for property or services irrespective of whether such property is received or such services are rendered); provided, however, that “Guaranty Obligations” shall not include (x) endorsements for collection or deposit in the ordinary course of business and (y) product warranties given in the ordinary course of business.  The outstanding amount of any Guaranty Obligation shall equal the outstanding amount of the primary obligation so guaranteed or otherwise supported or, if lower, the stated maximum amount for which such Person may be liable under such Guaranty Obligation.

“Hazardous Material” means any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.

“Healthcare Laws” means all Requirements of Law regulating the provision of and payment for healthcare services, including without limitation, HIPAA, Section 1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a-7b (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the “Federal Anti-Kickback Statute,” and Section 1877 of the Social Security Act, as amended, 42 U.S.C. Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as “Stark Statute,” and all rules and regulations promulgated thereunder.

“Healthcare Permit” means a Permit issued or required under Healthcare Laws applicable to the business of any Borrower or any of its Subsidiaries or necessary in the sale, furnishing, or delivery of goods or services under Healthcare Laws applicable to the business of any Borrower or any of its Subsidiaries.

“Hedging Agreement” means any Interest Rate Contract, foreign exchange, swap, option or forward contract, spot, cap, floor or collar transaction, any other derivative instrument and any other similar speculative transaction and any other similar agreement or arrangement designed to alter the risks of any Person arising from fluctuations in any underlying variable.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.

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“HIPAA Compliant” shall mean that the applicable Person is in material compliance with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA, and has not violated the so-called “Administrative Simplification” provisions of HIPAA in an manner that could reasonably be expected to have a Material Adverse Healthcare Effect.

“Impacted Lender” means any Lender that fails to provide the Administrative Agent, within three Business Days following the Administrative Agent’s written request, satisfactory assurance that such Lender will not become a Non-Funding Lender, or any Lender that has a Person that directly or indirectly controls such Lender and such Person (a) becomes subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (b) has appointed a custodian, conservator, receiver or similar official for such Person or any substantial part of such Person’s assets, or (c) makes a general assignment for the benefit of creditors, is liquidated, or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, and for each of clauses (a) through (c), the Administrative Agent has determined that such Lender is reasonably likely to become a Non-Funding Lender.  For purposes of this definition, control of a Person shall have the same meaning as in the second sentence of the definition of Affiliate

“Indebtedness” of any Person means, without duplication, any of the following, whether or not matured:  (a) all indebtedness for borrowed money, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all reimbursement and all obligations with respect to (i) letters of credit, bank guarantees or bankers’ acceptances or (ii) surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business, (d) all obligations to pay the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business, (e) all obligations created or arising under any conditional sale or other title retention agreement, regardless of whether the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (f) all Capitalized Lease Obligations, (g) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the Scheduled Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedging Agreement in the event of a termination (including an early termination) on the date of determination and (i) all Guaranty Obligations for obligations of any other Person constituting Indebtedness of such other Person; provided, however, that the items in each of clauses (a) through (i) above shall constitute “Indebtedness” of such Person solely to the extent, directly or indirectly, (x) such Person is liable for any part of any such item, (y) any such item is secured by a Lien on such Person’s property or (z) any other Person has a right, contingent or otherwise, to cause such Person to become liable for any part of any such item or to grant such a Lien.

“Indemnified Matter” has the meaning specified in Section 11.4.

“Indemnitee” has the meaning specified in Section 11.4.

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“Indenture” means the Indenture, dated as of May 13, 2010 between Holdings, each of the guarantors party thereto and the Second Lien Notes Trustee.

“Initial Projections” means those financial projections, dated April 17, 2010, covering the Fiscal Years ending in 2010 through 2015 and delivered to the Administrative Agent by the Borrower prior to the date hereof.

“Intellectual Property” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.

“Intercreditor Agreement” means the Intercreditor Agreement dated as of the date hereof between the Administrative Agent, on behalf of the Lenders under this Agreement and the Second Lien Agent, on behalf of the Second Lien Notes Trustee and the other holders of the Second Lien Notes, and each other First Lien Series Representative (as defined therein) and Second Lien Series Representative (as defined therein) that becomes a party to the Intercreditor Agreement pursuant to an Intercreditor Agreement Joinder (as defined therein), and acknowledged and agreed to by each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent.

“Interest Period” means, with respect to any Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is made or converted to a Eurodollar Rate Loan or, if such loan is continued, on the last day of the immediately preceding Interest Period therefor and, in each case, ending 1, 2, 3 or 6 months thereafter (or, to the extent available to all Revolving Lenders, 9 or 12 months thereafter), as selected by the Borrower pursuant hereto; provided, however, that (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into another such Business Day falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month, (c) the Borrower may not select any Interest Period ending after the Scheduled Revolving Credit Termination Date, (d) the Borrower may not select any Interest Period in respect of Loans having an aggregate principal amount of less than $1,000,000, (e) there shall be outstanding at any one time no more than 6 Interest Periods, and (f) the Borrower may not select any Interest Period of more than one month until the Syndication Completion Date.

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“Internet Domain Names” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to Internet domain names.

“Investment” means, with respect to any Person, directly or indirectly, (a) to own, purchase or otherwise acquire, in each case whether beneficially or otherwise, any investment in,

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including any interest in, any Security of any other Person (other than any evidence of any Obligation), (b) to purchase or otherwise acquire, whether in one transaction or in a series of transactions, all or a significant part of the property of any other Person or a business conducted by any other Person or all or substantially all of the assets constituting the business of a division, branch, brand or other unit operation of any other Person, (c) to incur, or to remain liable under, any Guaranty Obligation for Indebtedness of any other Person, to assume the Indebtedness of any other Person or to make, hold, purchase or otherwise acquire, in each case directly or indirectly, any deposit, loan, advance, commitment to lend or advance, or other extension of credit (including by deferring or extending the date of, in each case outside the ordinary course of business, the payment of the purchase price for Sales of property or services to any other Person, to the extent such payment obligation constitutes Indebtedness of such other Person), excluding deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items created in the ordinary course of business, (d) to make, directly or indirectly, any contribution to the capital of any other Person or (e) to Sell any property for less than fair market value, as determined by the selling Borrower in its good faith judgment (including a disposition of cash or Cash Equivalents in exchange for consideration of lesser value); provided, however, that such Investment shall be valued at the difference between the value of the consideration for such Sale and the fair market value of the property Sold.

“IP Ancillary Rights” means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right title and interest in or relating to any Intellectual Property.

“IRS” means the Internal Revenue Service of the United States and any successor thereto.

“Issue” means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew (including by failure to object to any automatic renewal on the last day such objection is permitted), increase the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Letter of Credit, or to cause any Person to do any of the foregoing.  The terms “Issued” and “Issuance” have correlative meanings.

“Joint Liability Payment” has the meaning specified in Section 2.21(g).

“JV Participant” has the meaning specified in Section 8.3(g).

“L/C Cash Collateral Account” means any Cash Collateral Account (a) specifically designated as such by the Borrower in a notice to the Administrative Agent and (b) from and

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after the effectiveness of such notice, not containing any funds other than those required under the Loan Documents to be placed therein.

“L/C Issuer” means (a) WFCF or any of its Affiliates and (b) each Person that hereafter becomes an L/C Issuer with the approval of, and pursuant to an agreement with and in form and substance satisfactory to, the Administrative Agent and the Borrower, in each case in their capacity as L/C Issuers hereunder and together with their successors.

“L/C Obligations” means, for any Letter of Credit at any time, the sum of (a) the L/C Reimbursement Obligations at such time for such Letter of Credit and (b) the aggregate maximum undrawn face amount of such Letter of Credit outstanding at such time.

“L/C Reimbursement Agreement” has the meaning specified in Section 2.4(a).

“L/C Reimbursement Date” has the meaning specified in Section 2.4(e).

“L/C Reimbursement Obligation” means, for any Letter of Credit, the obligation of the Borrower to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter of Credit.

“L/C Request” has the meaning specified in Section 2.4(b).

“L/C Sublimit” means $2,000,000.

“Lender” means, collectively, the Swingline Lender and any other financial institution or other Person that (a) is listed on the signature pages hereof as a “Lender” or (b) from time to time becomes a party hereto by execution of an Assignment, in each case together with its successors.

“Letter of Credit” means any letter of credit Issued pursuant to Section 2.4.

“Letter of Credit Fee” has the meaning specified in Section 2.11(b).

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“Licensed Location” means any facility whether leased or owned, from which Borrower , any Subsidiary or a Professional Services Provider provides or furnishes goods or services governed by Healthcare Laws.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement,

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the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“Loan” means any loan made or deemed made by any Lender hereunder.

“Loan Documents” means, collectively, this Agreement, any Notes, the Fee Letter, the Intercreditor Agreement, the Guaranty and Security Agreement, the Control Agreements, the L/C Reimbursement Agreements, the Secured Hedging Agreements and, when executed, each document executed by a Loan Party and delivered to the Administrative Agent, any Lender or any L/C Issuer in connection with or pursuant to any of the foregoing or the Obligations, together with any modification of any term, or any waiver with respect to, any of the foregoing.

“Loan Party” means each Borrower and each Guarantor.

“Management Services Agreement” means any management services or similar agreement entered into between any Borrower and a physician or physician group specializing in radiation therapy, pursuant to which such Borrower provides, among other things, administrative and support services to such physician or physician group (as applicable).

“Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse change in any of (a) the condition (financial or otherwise), business, operations or property of the Loan Parties, taken as a whole, (b) the ability of any Loan Party to perform its obligations under any Loan Document and (c) the validity or enforceability of any Loan Document or the rights and remedies of the Administrative Agent, the Lenders and the other Secured Parties under any Loan Document.

“Material Adverse Healthcare Effect” means (a) the termination of any Healthcare Permit by any Governmental Authority that materially impairs any Loan Party’s ability to operate any Licensed Location; (b) the exclusion of any Credit Party’s participation in the Medicaid or Medicare programs under 42 U.S.C. Section 1320a-7; or (c) the payment by any Credit Party of a penalty or fine in excess of $2,500,000 assessed against such Credit Party by any Governmental Authority under any Healthcare Law.

“Material Environmental Liabilities” means Environmental Liabilities exceeding $2,500,000 in the aggregate.

“Medicaid” means the medical assistance programs administered by state agencies (including Medi-Cal with respect to the State of California) and approved by CMS pursuant to the terms of Title XIX of the Social Security Act, codified at 42 U.S.C. 1396 et seq.

“Medicare” means the program of health benefits for the aged and disabled administered by CMS pursuant to the terms of Title XVIII of the Social Security Act, codified at 42 U.S.C. 1395 et seq.

“Moody’s” means Moody’s Investors Service, Inc.

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“Mortgage” means any mortgage, deed of trust or other document executed or required herein to be executed by any Loan Party and granting a security interest over real property in favor of the Administrative Agent as security for the Obligations.

“Multiemployer Plan” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“National Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities and provides protection to property owners through a Federal insurance program.

“Net Cash Proceeds” means proceeds received in cash from (a) any Sale of, or Property Loss Event with respect to, property, net of (i) the reasonable out-of-pocket cash costs, fees and expenses paid or required to be paid in connection therewith, (ii) taxes paid or reasonably estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations and Indebtedness owing to any Group Member) secured by the property subject thereto or (b) any sale or issuance of Stock or incurrence of Indebtedness, in each case net of brokers’, advisors’ and investment banking fees and other customary out-of-pocket underwriting discounts, commissions and other customary out-of-pocket cash costs, fees and expenses, in each case incurred in connection with such transaction; provided, however, that any such proceeds received by any Subsidiary of the Borrower that is not a Wholly Owned Subsidiary of the Borrower shall constitute “Net Cash Proceeds” only to the extent of the aggregate direct and indirect beneficial ownership interest of the Borrower therein.

“Non-Funding Lender” means any Lender that has (a) failed to fund any payments required to be made by it under the Loan Documents within two Business Days after any such payment is due (excluding expense and similar reimbursements that are subject to good faith disputes), (b) given written notice (and the Administrative Agent has not received a revocation in writing), to the Borrower, the Administrative Agent, any Lender, or the L/C Issuer or has otherwise publicly announced (and the Administrative Agent has not received notice of a public retraction) that such Lender believes it will fail to fund payments or purchases of participations required to be funded by it under the Loan Documents or one or more other syndicated credit facilities, (c) failed to fund, and not cured, loans, participations, advances, or reimbursement obligations under one or more other syndicated credit facilities, unless subject to a good faith dispute, or (d) any Lender that has (i) become subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (ii) a custodian, conservator, receiver or similar official appointed for it or any substantial part of such Person’s assets, or (iii) made a general assignment for the benefit of creditors, been liquidated, or otherwise been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, and for clause (d), and the Administrative Agent has determined that such Lender is reasonably likely to fail to fund any payments required to be made by it under the Loan Documents.  For purposes of this definition, control of a Person shall have the same meaning as in the second sentence of the definition of Affiliate

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“Non-U.S. Lender Party” means each of the Administrative Agent, each Lender, each L/C Issuer, each SPV and each participant, in each case that is not a Domestic Person.

“Note” means a promissory note of the Borrower, in substantially the form of Exhibit B, payable to the order of a Lender in any Facility in a principal amount equal to the amount of such Lender’s Commitment under such Facility, including a promissory note payable to the order of a Swingline Lender.

“Notice of Borrowing” has the meaning specified in Section 2.2.

“Notice of Conversion or Continuation” has the meaning specified in Section 2.10.

“Obligations” means, with respect to any Loan Party, all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Loan Party to the Administrative Agent, any Lender, any L/C Issuer, any other Indemnitee, any participant, any SPV or any Secured Hedging Counterparty arising out of, under, or in connection with, any Loan Document, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (a) if such Loan Party is the Borrower, all Loans and L/C Obligations, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, and (c) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Loan Party under any Loan Document (including those payable to L/C Issuers as described in Section 2.11).

“Other Taxes” has the meaning specified in Section 2.17(c).

“Participating Lender” and “Participating Lenders” has the meaning specified in Section 2.21(b).

“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor.

“PBGC” means the United States Pension Benefit Guaranty Corporation and any successor thereto.

“PC Collateral” means Accounts generated by any Professional Services Provider and all other assets of such Professional Services Provider that are pledged to a Borrower as collateral pursuant to the terms of a Management Services Agreement.

“Permit” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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“Permitted Acquisition” means any Proposed Acquisition satisfying each of the following conditions:

(a)           Such Permitted Acquisition shall involve a Proposed Acquisition Target that is in a business permitted to be engaged in by the Group Members pursuant to Section 8.8;

(b)           Administrative Agent shall have received (i) not less than thirty (30) days prior notice of such Permitted Acquisition, which notice shall contain a summary, in reasonable detail and in form an substance reasonably satisfactory to Administrative Agent, of: (1) the acquisition terms and conditions, including price; (2) Borrower’s projections prepared in connection with such Permitted Acquisition; (3) copies of the Proposed Acquisition Target’s most recent annual income statements and balance sheets, together with the audit opinions thereon, if any, of the Proposed Acquisition Target’s independent accountants, together with available interim financial statements for the most recent financial period completed within sixty (60) days prior to the proposed date of consummation of such Permitted Acquisition, and (4) draft copies of the proposed Management Services Agreement to be entered after consummation of such Permitted Acquisition, (ii) not less than thirty (30) days prior to the proposed date of such Permitted Acquisition, EBITDA of Proposed Acquisition Target for the most recent trailing twelve month period ended calculated on a pro forma basis in accordance with the terms of the proposed Management Services Agreement to be entered into in connection with such Permitted Acquisition, certified as true and accurate by an officer of Borrower, (iii) written confirmation of the purchase price payable in connection with such Permitted Acquisition and any Capital Expenditures expected to be made in connection with such Permitted Acquisition, which confirmation shall be provided not less than ten (10) days in advance of the consummation of such Permitted Acquisition and certified as true and accurate by an officer of Borrower, and (iv) not more than one hundred eighty (180) days following the date of such Permitted Acquisition, written confirmation that any Capital Expenditures contemplated to be made in connection with such Permitted Acquisition have been made, certified as true and accurate by a Responsible Officer of Borrower;

(c)           If the aggregate principal amount of any requested Revolving Loans in respect of any Permitted Acquisition exceeds $20,000,000, Borrower Representative (1) shall have provided evidence to Administrative Agent, in form and substance satisfactory to Administrative Agent, that the EBITDA, tested on a trailing twelve month basis, of the Proposed Acquisition Target has been reviewed and confirmed by a third-party accounting firm of recognized standing reasonably acceptable to Administrative Agent and (2) shall utilize the EBITDA as confirmed by such accounting firm for all financial covenant testing provided in connection with such Permitted Acquisition;

(d)           Concurrently with delivery of the notice and due diligence materials referred to in clause (b) above, Borrower Representative shall have delivered to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent: a pro forma Consolidated balance sheet, income statement and cash flow statement of Holdings, based on most recently available financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Holdings and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition, the funding of all Loans and the incurrence or assumption of all other

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Indebtedness and repayment of Indebtedness in connection therewith, and such pro forma statements shall reflect that (x) Holdings and Borrower are in compliance with all financial covenants set forth in Article 5 as reflected in the Compliance Certificate most recently delivered to Administrative Agent prior to the consummation of such Permitted Acquisition (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period) and (y) on a Pro Forma Basis, no Event of Default exists or would result after giving effect to such Permitted Acquisition, the funding of all Loans and the incurrence or assumption of all other Indebtedness and repayment of Indebtedness in connection therewith, all certified as true and accurate by an officer of Borrower;

(e)           No assets or liabilities (including, without limitation, Investments and Indebtedness) shall be acquired, incurred, assumed or otherwise be reflected on a Consolidated balance sheet of Holdings after giving effect to such Permitted Acquisition, except (A) Loans made hereunder, and (B) those assets and liabilities which may be acquired, incurred or assumed in accordance with the provisions of this Agreement;

(f)            Borrower Representative shall have provided evidence to Administrative Agent, in form and substance satisfactory to Administrative Agent, that:  (i) the Revolving Credit Commitment minus the Revolving Credit Outstandings is equal to or greater than $5,000,000 (after giving pro forma effect to any requested Revolving Loans), (ii) the Consolidated First Lien Leverage Ratio (after giving pro forma effect to any requested Revolving Loans and Permitted Acquisition) does not exceed the then-applicable ratio set forth in Section 5.1, and (iii) the Consolidated Fixed Charges Ratio (after giving pro forma effect to any requested Revolving Loans and Permitted Acquisition) is not less than 1.0 to 1.0;

(g)           The business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens (other than Permitted Liens);

(h)           At or prior to the closing of any Permitted Acquisition, (i) Administrative Agent shall be granted a first priority perfected Lien (subject to Permitted Liens) in the assets and capital stock or other equity interests of such Proposed Acquisition Target or Subsidiary formed by Borrower to hold the assets and capital stock or other equity interest of the Target, (ii) such Target or Subsidiary shall join this Agreement and the other Financing Documents as a Loan Party pursuant to the terms of Section 7.10; and (iii) the Borrower that is party to the Management Services Agreement shall have collaterally assigned its rights in such Management Services Agreement to Administrative Agent and taken all other steps required pursuant to Section 7.10;

(i)            The Proposed Acquisition Target shall not have incurred an operating loss for the trailing twelve-month period preceding the date of the Permitted Acquisition, as determined based upon the Proposed Acquisition Target’s financial statements, which shall be prepared on an accrual basis of accounting, if available, and in any event on a pro forma basis under the terms of the proposed Management Services Agreement to be entered into after consummation of such Permitted Acquisition, for its most recently completed fiscal year and its most recent interim financial period completed within sixty (60) days prior to the date of consummation of such Permitted Acquisition;

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(j)            On or prior to the last day of each fiscal quarter, Administrative Agent shall have received, in form and substance reasonably satisfactory to Administrative Agent, amendments to the Schedules hereto, to the extent necessary to make the representations and warranties in this Agreement true and correct after giving effect to the consummation of all Permitted Acquisitions consummated during such quarter;

(k)           The proposed Permitted Acquisition shall be permitted under the terms of the Indenture or otherwise consented to by the Second Lien Notes Trustee;

(l)            If the aggregate principal amount of any requested Revolving Loans in respect of any Permitted Acquisition exceeds $20,000,000, Borrower Representative shall have delivered to Administrative Agent draft copies of all proposed Acquisition Documents and all related transaction documents for such Permitted Acquisition, together with all schedules thereto, prior to submitting any Notice of Borrowing (followed by updated drafts as the same are distributed to the parties to such Permitted Acquisition and fully executed copies thereof within five (5) Business Days after the closing of such Permitted Acquisition); and

(l)            At the time of such Permitted Acquisition and after giving effect thereto, no Default or Event of Default shall exist.

“Permitted Investors” means, collectively Genstar, Genstar Capital Partners IV, L.P. and Stargen IV, L.P.

“Permitted Indebtedness” means any Indebtedness of any Group Member that is permitted by Section 8.1.

“Permitted Investment” means any Investment of any Group Member that is permitted by Section 8.3.

“Permitted Lien” means any Lien on or with respect to the property of any Group Member that is permitted by Section 8.2.

“Permitted Refinancing” means Indebtedness constituting a refinancing or extension of Permitted Indebtedness that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of such Permitted Indebtedness outstanding at the time of such refinancing or extension, (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of such Permitted Indebtedness, (c) is not entered into as part of a Sale and Leaseback transaction (other than a refinancing of a Capitalized Lease Obligation with another Capitalized Lease Obligation), (d) is not secured by any property or any Lien other than those securing such Permitted Indebtedness and (e) is otherwise on terms no less favorable to the Group Members, taken as a whole, than those of such Permitted Indebtedness; provided, however, that, notwithstanding the foregoing, (x) the terms of such Permitted Indebtedness may be modified as part of such Permitted Refinancing if such modification is not prohibited by Section 8.11 and (y) no Guaranty Obligation for such Indebtedness shall constitute part of such Permitted Refinancing unless similar Guaranty Obligations with respect to such Permitted Indebtedness existed and constituted Permitted Indebtedness prior to such refinancing or extension.

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“Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.

“Pro Forma Acquisition EBITDA” means (i) EBITDA (calculated in the same manner as Consolidated EBITDA is calculated pursuant to this Agreement) attributable to each Permitted Acquisition (with such pro forma adjustments as are reasonably acceptable to Administrative Agent based upon data presented to Administrative Agent to its reasonable satisfaction) consummated during the one (1) year period preceding the date of determination calculated solely for a number of months immediately preceding the consummation of the applicable Permitted Acquisition, which number equals twelve (12) minus the number of months following the consummation of the applicable Permitted Acquisition for which financial statements of Holdings and its Subsidiaries have been delivered to Administrative Agent pursuant to Section 4.1, and (ii) for purposes of determining compliance with the definition of “Permitted Acquisition”, EBITDA (calculated in the same manner as Consolidated EBITDA is calculated pursuant to this Agreement) of the Proposed Acquisition Target (adjusted with such pro forma adjustments as are reasonably acceptable to Administrative Agent based upon data presented to Administrative Agent to its reasonable satisfaction) calculated for the twelve (12) months immediately preceding the consummation of the proposed Permitted Acquisition.

“Pro Forma Balance Sheet” has the meaning specified in Section 4.4(d).

“Pro Forma Basis” means, with respect to any determination for any period and any Pro Forma Transaction, that such determination shall be made by giving pro forma effect to each such Pro Forma Transaction, as if each such Pro Forma Transaction had been consummated on the first day of such period, based on historical results accounted for in accordance with GAAP and, to the extent applicable, reasonable assumptions that are specified in detail in the relevant Compliance Certificate, Financial Statement or other document provided to the Administrative Agent or any Lender in connection herewith in accordance with Regulation S-X of the Securities Act of 1933.

“Pro Forma Transaction” means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

“Professional Services Provider” means any Person or any employee, agent or subcontractor of such Person that provides radiation oncology or other professional health care services with whom a Loan Party has entered into a Management Services Agreement.

“Projections” means, collectively, the Initial Projections and any document delivered pursuant to Section 6.1(f).

“Property Loss Event” means, with respect to any property, any loss of or damage to such property or any taking of such property or condemnation thereof.

“Proposed Acquisition” means (a) any proposed acquisition that is consensual and approved by the board of directors of such Proposed Acquisition Target, of all or substantially all

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of the assets or Stock of any Proposed Acquisition Target by the Borrower or any Subsidiary of the Borrower (or by Holdings to the extent such assets and Stock are transferred to the Borrower or any Subsidiary of the Borrower that is a Loan Party contemporaneously with such acquisition) or (b) any proposed merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with Oncure or any Subsidiary of Oncure having active operations (i.e., not a “dormant” Subsidiary), with Oncure or such Subsidiary being the surviving Person).

“Proposed Acquisition Target” means any Person or any brand, line of business, division, branch, operating division or other unit operation of any Person.

“Pro Rata Outstandings”, of any Lender at any time, means the sum of (i) the outstanding principal amount of Revolving Loans owing to such Lender and (ii) the amount of the participation of such Lender in the L/C Obligations outstanding with respect to all Letters of Credit.

“Pro Rata Share” means, with respect to any Lender and any Facility or Facilities at any time, the percentage obtained by dividing (a) the sum of the Commitments (or, if such Commitments in any such Facility are terminated, the Pro Rata Outstandings therein) of such Lender then in effect under such Facilities by (b) the sum of the Commitments (or, if such Commitments in any such Facility are terminated, the Pro Rata Outstandings therein) of all Lenders then in effect under such Facilities; provided, however, that, if there are no Commitments and no Pro Rata Outstandings in any of such Facilities, such Lender’s Pro Rata Share in such Facilities shall be determined based on the Pro Rata Share in such Facilities most recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata payments of any Lender pursuant to Section 2.18.

“Register” has the meaning specified in Section 2.14(b).

“Related Documents” means, collectively, the Indenture, the Second Lien Intercreditor Agreement, the payoff letter with respect to the Existing Credit Agreement and Existing Note Purchase Agreement executed and delivered to the Administrative Agent in connection with Section 3.1(e) and each other document executed with respect to any of the foregoing or any Related Transaction.

“Related Person” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article 3) and other consultants and agents of or to such Person or any of its Affiliates, together with, if such Person is the Administrative Agent, each other Person or individual designated, nominated or otherwise mandated by or helping the Administrative Agent pursuant to and in accordance with Section 10.4 or any comparable provision of any Loan Document.

“Related Transactions” means, collectively, the issuance of the Second Lien Notes, the refinancing of the Existing Credit Agreement and the Existing Note Purchase Agreement, the

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execution and delivery of all Related Documents and the payment of all related fees, costs and expenses.

“Release” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Remedial Action” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

“Required Lenders” means, (i) at any time there are not more than two (2) Lenders that are not Affiliates of each other (each such Lender, an “unaffiliated Lender”), Lenders holding in the aggregate one hundred percent (100%) of the aggregate Revolving Credit Commitments (or, if such Commitments are terminated, the sum of the amounts of the participations in Swing Loans, the principal amount of unparticipated portions of the Swing Loans and the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Non-Funding Lender and (ii) at any time there are more than two (2) unaffiliated Lenders, Lenders having at such time in excess of 50% of the aggregate Revolving Credit Commitments (or, if such Commitments are terminated, the sum of the amounts of the participations in Swing Loans, the principal amount of unparticipated portions of the Swing Loans and the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Non-Funding Lender.

“Required Revolving Credit Lenders” means, (i) at any time there are not more than two (2) Lenders that are not Affiliates of each other (each such Lender, an “unaffiliated Lender”), Lenders holding in the aggregate one hundred percent (100%) of the aggregate Revolving Credit Commitments (or, if such Commitments are terminated, the sum of the amounts of the participations in Swing Loans, the principal amount of unparticipated portions of the Swing Loans and the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Non-Funding Lender and (ii) at any time there are more than two (2) unaffiliated Lenders, Lenders having at such time in excess of 50% of the aggregate Revolving Credit Commitments (or, if such Commitments are terminated, the sum of the amounts of the participations in Swing Loans, the principal amount of unparticipated portions of the Swing Loans and the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Non-Funding Lender.

“Requirements of Law” means, with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are

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applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means, with respect to any Person, any of the president, chief executive officer, executive vice president, senior vice president, treasurer, assistant treasurer, controller, managing member or general partner of such Person but, in any event, with respect to financial matters, any such officer that is responsible for preparing the Financial Statements delivered hereunder and, with respect to the Corporate Chart and other documents delivered pursuant to Section 6.1(e), documents delivered on the Closing Date and documents delivered pursuant to Section 7.10, the secretary or assistant secretary of such Person or any other officer responsible for maintaining the corporate and similar records of such Person.

“Restricted Payment” means (a) any dividend, return of capital, distribution or any other payment or Sale of property for less than fair market value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations) and whether in cash, Securities or other property, on account of any Stock or Stock Equivalent of the Borrower or any of its Subsidiaries, in each case now or hereafter outstanding, including with respect to a claim for rescission of a Sale of such Stock or Stock Equivalent and (b) any redemption, retirement, termination, defeasance, cancellation, purchase or other acquisition for value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations), of any Stock or Stock Equivalent of any Group Member or of any direct or indirect parent entity of the Borrower, now or hereafter outstanding, and any payment or other transfer setting aside funds for any such redemption, retirement, termination, cancellation, purchase or other acquisition, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise.

“Revolving Credit Commitment” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Revolving Loans and acquire interests in other Revolving Credit Outstandings, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “Revolving Credit Commitment”, as amended to reflect Assignments and as such amount may be reduced pursuant to this Agreement.  The aggregate amount of the Revolving Credit Commitments on the date hereof equals $40,000,000.

“Revolving Credit Commitment Increase” has the meaning specified in Section 2.22(a).

“Revolving Credit Facility” means the Revolving Credit Commitments and the provisions herein related to the Revolving Loans, Swing Loans and Letters of Credit.

“Revolving Credit Lender” means each Lender that has a Revolving Credit Commitment, holds a Revolving Loan or participates in any Swing Loan or Letter of Credit.

“Revolving Credit Outstandings” means, at any time, the sum of, in each case to the extent outstanding at such time, (a) the aggregate principal amount of the Revolving Loans and Swing Loans and (b) the L/C Obligations for all Letters of Credit.

“Revolving Credit Termination Date” shall mean the earliest of (a) the Scheduled Revolving Credit Termination Date, (b) the date of termination of the Revolving Credit

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Commitments pursuant to Section 2.5 or 9.2 and (c) the date on which the Obligations become due and payable pursuant to Section 9.2.

“Revolving Loan” has the meaning specified in Section 2.1.

“S&P” means Standard & Poor’s Rating Services.

“Sale and Leaseback Transaction” means, with respect to any Person (the “obligor”), any Contractual Obligation or other arrangement with any other Person (the “counterparty”) consisting of a lease by such obligor of any property that, directly or indirectly, has been or is to be Sold by the obligor to such counterparty or to any other Person to whom funds have been advanced by such counterparty based on a Lien on, or an assignment of, such property or any obligations of such obligor under such lease.

“Scheduled Maturity Date” means the Scheduled Revolving Credit Termination Date.

“Scheduled Revolving Credit Termination Date” means the 5th anniversary of the Closing Date.

“Second Lien Agent” has the meaning assigned to [“Second Lien Agent”] in the Intercreditor Agreement.

“Second Lien Debt” has the meaning assigned to [“Second Lien Obligations”] in the Intercreditor Agreement.

“Second Lien Notes” means the 11¾% Senior Secured Notes due 2017, issued by Holdings in Dollars and governed by the terms of the Indenture, whether issued on or about the Closing Date or registered with the United States Securities and Exchange Commission and received by the Holdings in exchange for any Second Lien Note issued on or about the Closing Date.

“Second Lien Notes Documents” means, collectively, the Second Lien Notes, the Indenture and any other document related to any of the foregoing (including, without limitation, all [“Second Lien Documents”] as such term is defined in the Intercreditor Agreement.  “Second Lien Notes Document” means, individually, any such document.

“Second Lien Notes Trustee” means Wilmington Trust FSB, as trustee under the Indenture.

“Secured Hedging Agreement” means any Hedging Agreement that (a) has been entered into with a Secured Hedging Counterparty, (b) in the case of a Hedging Agreement not entered into with or provided or arranged by the Administrative Agent or an Affiliate of the Administrative Agent, is expressly identified as being a “Secured Hedging Agreement” hereunder in a joint notice from such Loan Party and such Person delivered to the Administrative Agent reasonably promptly after the execution of such Hedging Agreement and (c) meets the requirements of Section 8.1(f).

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“Secured Hedging Counterparty” means (a) a Person who has entered into a Hedging Agreement with a Loan Party if such Hedging Agreement was provided or arranged by the Administrative Agent or an Affiliate of the Administrative Agent, and any assignee of such Person or (b) a Lender or an Affiliate of a Lender who has entered into a Hedging Agreement with a Loan Party (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of the Hedging Agreement).

“Secured Parties” means the Lenders, the L/C Issuers, the Administrative Agent, any Secured Hedging Counterparty, each other Indemnitee and any other holder of any Obligation of any Loan Party.

“Security” means all Stock, Stock Equivalents, voting trust certificates, bonds, debentures, instruments and other evidence of Indebtedness, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options and other rights to acquire, any Security.

“Sell” means, with respect to any property, to sell, convey, transfer, assign, license, lease or otherwise dispose of, any interest therein or to permit any Person to acquire any such interest, including, in each case, through a Sale and Leaseback Transaction or through a sale, factoring at maturity, collection of or other disposal, with or without recourse, of any notes or accounts receivable.  Conjugated forms thereof and the noun “Sale” have correlative meanings.

“Solvent” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital.  In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Flood Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year.

“SPV” means any special purpose funding vehicle identified as such in a writing by any Lender to the Administrative Agent.

“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

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“Subordinated Debt” means any Indebtedness that is subordinated to the payment in full of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than 50% of the outstanding Voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.  For the avoidance of doubt, the term “Subsidiary” shall not include Unconsolidated Operating Entities.

“Substitute Lender” has the meaning specified in Section 2.18(a).

“SWDA” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.).

“Swingline Commitment” means $2,000,000.

“Swingline Lender” means, each in its capacity as Swingline Lender hereunder, GE Capital or, upon the resignation of GE Capital as Administrative Agent hereunder, any Lender (or Affiliate or Approved Fund of any Lender) that agrees, with the approval of the Administrative Agent (or, if there is no such successor Administrative Agent, the Required Lenders) and the Borrower, to act as the Swingline Lender hereunder.

“Swingline Request” has the meaning specified in Section 2.3(b).

“Swing Loan” has the meaning specified in Section 2.3.

“Syndication Completion Date” means the earlier to occur of (a) the 60th day following the Closing Date and (b) the first date for which the sum of the Commitments of GE Capital and its Affiliates then in effect under all Facilities does not exceed $30,000,000.

“Tax Affiliate” means, (a) the Borrower and its Subsidiaries and (b) any Affiliate of the Borrower with which the Borrower files or is eligible to file consolidated, combined or unitary tax returns.

“Tax Return” has the meaning specified in Section 4.8.

“Taxes” has the meaning specified in Section 2.17(a).

“Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“Trademarks” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

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“Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets.

“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York.

“Unconsolidated Operating Entity” means any Person engaged in the same line of business as the Borrower in which Oncure or another Borrower owns equity interests but is not wholly owned by Oncure or such other Borrower, is not a Subsidiary of such Person, and that is not Consolidated with Holdings for financial accounting purposes in accordance with GAAP, as so identified by Borrower on Schedule 4.3, which such schedule shall be amended by Borrower from time to time during the term hereof to reflect additional Unconsolidated Operating Entities.  “Unconsolidated Operating Entities” shall mean all such Persons, collectively.  For the avoidance of doubt, from and after the joinder of any Unconsolidated Operating Entity as a co-Borrower or Guarantor pursuant to Section 7.10 of this Agreement, such Unconsolidated Operating Entity shall be deemed a “Loan Party” and “Group Member” for purposes of all Loan Documents.

“United States” means the United States of America.

“Unused Commitment Fee” has the meaning specified in Section 2.11.

“U.S. Lender Party” means each of the Administrative Agent, each Lender, each L/C Issuer, each SPV and each participant, in each case that is a Domestic Person.

“Vidalia” means Vidalia Regional Cancer Center, LLC, a Georgia limited liability company in which Oncure holds 50% of the outstanding Stock.

“Voting Stock” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).

“Wells L/C Issuer” has the meaning specified in Section 2.4(i).

“Wells L/C Side Letter” has the meaning specified in Section 2.4(i).

“WFCF” means Wells Fargo Capital Finance, Inc., a California corporation.

“Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person, all of the Stock of which (other than nominal holdings and director’s qualifying shares) is owned by such Person, either directly or through one or more Wholly Owned Subsidiaries of such Person.

“Withdrawal Liability” means, at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.

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Section 1.2             UCC Terms.  The following terms have the meanings given to them in the applicable UCC:  “commodity account”, “commodity contract”, “commodity intermediary”, “deposit account”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “general intangible”, “goods”, “instruments”, “inventory”, “securities account”, “securities intermediary” and “security entitlement”.

Section 1.3             Accounting Terms and Principles.  (a) GAAP.  All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP.  No change in the accounting principles used in the preparation of any Financial Statement hereafter adopted by Holdings shall be given effect if such change would affect a calculation that measures compliance with any provision of Article 5 or 8 unless the Borrower, the Administrative Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP.  Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article 5 and Article 8 shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value.”

(b)           Pro Forma.  All components of financial calculations made to determine compliance with Article 5 shall be adjusted on a Pro Forma Basis to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any Pro Forma Transaction consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower based on assumptions expressed therein and that were reasonable based on the information available to the Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Section 1.4             Payments.  The Administrative Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Loan Party or any L/C Issuer.  Any such determination or redetermination by the Administrative Agent shall be conclusive and binding for all purposes, absent manifest error.  No determination or redetermination by any Secured Party or Loan Party and no other currency conversion shall change or release any obligation of any Loan Party or of any Secured Party (other than the Administrative Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted.  The Administrative Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.

Section 1.5             Interpretation.  (a) Certain Terms.  Except as set forth in any Loan Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term “property”, which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and

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Permits and any right or interest in any property).  The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole.  In the computation of periods of time from a specified date to a later specified date in any Loan Document, the terms “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”  In any other case, the term “including” when used in any Loan Document means “including without limitation.”  The term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports.  The term “incur” means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings.

(b)           Certain References.  Unless otherwise expressly indicated, references (i) in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section or clause in, this Agreement and (ii) in any Loan Document, to (a) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of any Secured Party required therefor is not obtained, any modification to any term of such agreement, (b) any statute shall be to such statute as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative and (c) any time of day shall be a reference to New York time.  Titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.  Unless otherwise expressly indicated, the meaning of any term defined (including by reference) in any Loan Document shall be equally applicable to both the singular and plural forms of such term.  Without limiting the generality of the foregoing, any reference to a term that is defined in a Second Lien Notes Document shall mean such term as defined in such Second Lien Notes Document on the Closing Date or as may be amended with the consent of Administrative Agent.

ARTICLE 2
THE FACILITIES

Section 2.1             The Commitments.  (a) Revolving Credit Commitments.  On the terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally, but not jointly, agrees to make loans in Dollars (each a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan in excess of such Lender’s Pro Rata Share of the amount by which the then effective Revolving Credit Commitments exceeds the aggregate Revolving Credit Outstandings at such time.  Within the limits set forth in the first sentence of this clause (a), amounts of Revolving Loans repaid may be reborrowed under this Section 2.1.

(b)           Reserved.

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Section 2.2             Borrowing Procedures.  (a) Notice From the Borrower.  Each Borrowing shall be made on notice given by the Borrower Representative to the Administrative Agent not later than 1:00 p.m. on (i) on the day of such proposed borrowing, in the case of Base Rate Loans in an aggregate principal amount equal to or less than $5,000,000, (ii) on the Business Day prior to such proposed borrowing, in the case of Base Rate Loans in an aggregate principal amount greater than $5,000,000 and (iii) the third Business Day, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing.  Each such notice may be made in a writing substantially in the form of Exhibit C (a “Notice of Borrowing”) duly completed or by telephone if confirmed promptly, but in any event within one Business Day and prior to such Borrowing, with such a Notice of Borrowing.  Loans shall be made as Base Rate Loans unless, outside of a suspension period pursuant to Section 2.15, the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans.  Each Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000.  No Borrowing of any Eurodollar Rate Loan with any Interest Period longer than one month shall be made prior to the Syndication Completion Date.

(b)           Notice to Each Lender.  The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, prompt notice of the applicable interest rate.  Each Lender shall, before 1:00 p.m. on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.11, such Lender’s Pro Rata Share of such proposed Borrowing.  Upon fulfillment or due waiver (i) on the Closing Date, of the applicable conditions set forth in Section 3.1 and (ii) on the Closing Date and any time thereafter, of the applicable conditions set forth in Section 3.2, the Administrative Agent shall make such funds available to the Borrower.

(c)           Non-Funding Lenders.

(i)            Non-Funding Lenders Responsibility.  Unless the Administrative Agent shall have received notice from any Lender prior to the date such Lender is required to make any payment hereunder with respect to any Loan or any participation in any Swing Loan or Letter of Credit that such Lender will not make such payment (or any portion thereof) available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such payment available to the Administrative Agent on the date such payment is required to be made in accordance with this Article 2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount.  The Borrower agrees to repay to the Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate applicable to the Obligation that would have been created when the Administrative Agent made available such amount to the Borrower had such Lender made a corresponding payment available; provided, however, that such payment shall not relieve such Lender of any obligation it may have to the Borrower, the Swingline Lender or any L/C Issuer.  In addition, any Lender that shall not have made available to the Administrative Agent any portion of any payment described above agrees to pay such amount to the Administrative Agent on demand together with interest thereon, for each day from the date such amount

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is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter (a) in the case of a payment in respect of a Loan, at the interest rate applicable at the time to such Loan and (b) otherwise, at the interest rate applicable to Base Rate Loans under the Revolving Credit Facility.  Such repayment shall then constitute the funding of the corresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation.  The existence of any Non-Funding Lender shall not relieve any other Lender of its obligations under any Loan Document, but no other Lender shall be responsible for the failure of any Non-Funding Lender to make any payment required under any Loan Document other than as expressly set forth herein.

(ii)           Reallocation.  If any Revolving Credit Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s L/C Obligations (unless such Lender is the L/C Issuer that issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Administrative Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to the Administrative Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Pro Rata Share of the Revolving Loans (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Credit Lender’s Pro Rata Share had been increased proportionately), provided that no Revolving Credit Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Loans, outstanding L/C Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Credit Commitment.

(iii)          Borrower Payments to a Non-Funding Lender.  The Administrative Agent shall be entitled to hold, in a non-interest bearing account, all portions of any payments received by the Administrative Agent for the benefit of any Non-Funding Lender pursuant to this Agreement as cash collateral.  The Administrative Agent is hereby authorized to use such cash collateral to pay in full the Aggregate Excess Funding Amount to the appropriate Secured Parties thereof, and then, to hold as cash collateral the amount of such Non-Funding Lender’s pro rata share, without giving effect to any reallocation pursuant to Section 2.2(c)(ii), of all L/C Obligations until the Obligations are paid in full in cash, all L/C Obligations have been discharged or cash collateralized and all Commitments have been terminated.  Upon any such unfunded obligations owing by a Non-Funding Lender becoming due and payable, the Administrative Agent shall be authorized to use such cash collateral to make such payment on behalf of such Non-Funding Lender.  With respect to such Non-Funding Lender’s failure to fund Revolving Loans or purchase participations in Letters of Credit or L/C Obligations, any amounts applied by the Administrative Agent to satisfy such funding shortfalls shall be deemed to constitute a Revolving Loan or amount of the participation required to be funded and, if necessary to effectuate the foregoing, the other Revolving Credit Lenders shall be deemed to have sold, and such Non-Funding Lender shall be deemed to have purchased, Revolving Loans or Letter of Credit participation interests from the other Revolving Credit Lenders until such time as the aggregate amount of the Revolving Loans and

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participations in Letters of Credit and L/C Obligations are held by the Revolving Credit Lenders in accordance with their Pro Rata Shares with respect to the Revolving Credit Facility.  Any amounts owing by a Non-Funding Lender to the Administrative Agent which are not paid when due shall accrue interest at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans.  In the event that the Administrative Agent is holding cash collateral of a Non-Funding Lender that cures pursuant to clause (iv) below or ceases to be a Non-Funding Lender pursuant to the definition of Non-Funding Lender, the Administrative Agent shall return the unused portion of such cash collateral to such Lender. The “Aggregate Excess Funding Amount” of a Non-Funding Lender shall be the aggregate amount of (A) all unpaid obligations owing by such Lender to the Administrative Agent, L/C Issuers, Swingline Lender, and other Lenders under the Loan Documents, including such Lender’s pro rata share of all Revolving Loans, L/C Obligations, Swing Line Loans, plus, without duplication, (B) all amounts of such Non-Funding Lender reallocated to other Lenders pursuant to subsection Section 2.2(c)(ii).

(iv)          Cure.  A Lender may cure its status as a Non-Funding Lender under clause (a) of the definition of Non-Funding Lender if such Lender fully pays to the Administrative Agent, on behalf of the applicable Secured Parties, the Aggregate Excess Funding Amount, plus all interest due thereon.  Any such cure shall not relieve any Lender from liability for breaching its contractual obligations hereunder.

(v)           Fees.  A Lender that is a Non-Funding Lender pursuant to clause (a) of the definition of Non-Funding Lender shall not earn and shall not be entitled to receive, and the Borrower shall not be required to pay, such Lender’s portion of the Unused Commitment Fee during the time such Lender is a Non-Funding Lender pursuant to clause (a) thereof.  In the event that any reallocation of L/C Obligations occurs pursuant to Section 2.2(c)(ii)), during the period of time that such reallocation remains in effect, the Letter of Credit Fee payable with respect to such reallocated portion shall be payable to (A) all Revolving Credit Lenders based on their pro rata share of such reallocation or (B) to the L/C Issuer for any remaining portion not reallocated to any other Revolving Credit Lenders.

Section 2.3             Swing Loans.  (a) Availability.  On the terms and subject to the conditions contained in this Agreement, the Swingline Lender may, in its sole discretion, make loans in Dollars (each a “Swing Loan”) available to the Borrower under the Revolving Credit Facility from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided, however, that the Swingline Lender may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Revolving Credit Commitments and (y) in the period commencing on the first Business Day after it receives notice from the Administrative Agent or the Required Revolving Credit Lenders that one or more of the conditions precedent contained in Section 3.2 are not satisfied and ending when such conditions are satisfied or duly waived.  In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived.  Each Swing Loan shall be a Base Rate Loan and must

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be repaid in full on the earliest of (i) the funding date of any Borrowing of Revolving Loans and (ii) the Revolving Credit Termination Date.  Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a).

(b)           Borrowing Procedures.  In order to request a Swing Loan, the Borrower Representative shall give to the Administrative Agent a notice to be received not later than 1:00 p.m. on the day of the proposed borrowing, which may be made in a writing substantially in the form of Exhibit D duly completed (a “Swingline Request”) or by telephone if confirmed promptly but, in any event, prior to such borrowing, with such a Swingline Request.  In addition, if any Notice of Borrowing requests a Borrowing of Base Rate Loans, the Swing Line Lender may, notwithstanding anything else to the contrary in Section 2.2, make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan.  The Administrative Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan.  Upon receipt of such notice and subject to the terms of this Agreement, the Swingline Lender may make a Swing Loan available to the Borrower by making the proceeds thereof available to the Administrative Agent and, in turn, the Administrative Agent shall make such proceeds available to the Borrower on the date set forth in the relevant Swingline Request.

(c)           Refinancing Swing Loans.  The Swingline Lender may at any time forward a demand to the Administrative Agent (which the Administrative Agent shall, upon receipt, forward to each Revolving Credit Lender) that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Share of all or a portion of the outstanding Swing Loans.  Each Revolving Credit Lender shall pay such Pro Rata Share to the Administrative Agent for the account of the Swingline Lender.  Upon receipt by the Administrative Agent of such payment (other than during the continuation of any Event of Default under Section 9.1(e)), such Revolving Credit Lender shall be deemed to have made a Revolving Loan to the Borrower, which, upon receipt of such payment by the Swingline Lender from the Administrative Agent, the Borrower shall be deemed to have used in whole to refinance such Swing Loan.  In addition, regardless of whether any such demand is made, upon the occurrence of any Event of Default under Section 9.1(e), each Revolving Credit Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in each Swing Loan in an amount equal to such Lender’s Pro Rata Share of such Swing Loan.  If any payment made by any Revolving Credit Lender as a result of any such demand is not deemed a Revolving Loan, such payment shall be deemed a funding by such Lender of such participation.  Such participation shall not be otherwise required to be funded.  Upon receipt by the Swingline Lender of any payment from any Revolving Credit Lender pursuant to this clause (c) with respect to any portion of any Swing Loan, the Swingline Lender shall promptly pay over to such Revolving Credit Lender all payments of principal (to the extent received after such payment by such Lender) and interest (to the extent accrued with respect to periods after such payment) received by the Swingline Lender with respect to such portion.

(d)           Obligation to Fund Absolute.  Each Revolving Credit Lender’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all

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circumstances whatsoever, including (a) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, any other Secured Party or any other Person, (b) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower Representative to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (c) any adverse change in the condition (financial or otherwise) of any Loan Party.

Section 2.4             Letters of Credit.  (a) Commitment and Conditions.  On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower Representative, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars and with face amounts that are multiples of $1,000,000) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and 7 days prior to the Scheduled Revolving Credit Termination Date; provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance:

(i)            (A) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit;

(ii)           the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 7 days prior to the Scheduled Revolving Credit Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or

(iii)          (A) any fee due in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Group Member, such Group Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”).

For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving

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Credit Lenders that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

(b)           Notice of Issuance.  Borrower Representative shall give the relevant L/C Issuer and the Administrative Agent a notice of any requested Issuance of any Letter of Credit, which shall be effective only if received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. on the third Business Day prior to the date of such requested Issuance.  Such notice may be made in a writing substantially the form of Exhibit E duly completed or in a writing in any other form acceptable to such L/C Issuer (an “L/C Request”) or by telephone if confirmed promptly, but in any event within one Business Day and prior to such Issuance, with such an L/C Request.

(c)           Reporting Obligations of L/C Issuers.  Each L/C Issuer agrees to provide the Administrative Agent (which, after receipt, the Administrative Agent shall provide to each Revolving Credit Lender), in form and substance satisfactory to the Administrative Agent, each of the following on the following dates:  (i) on or prior to (A) any Issuance of any Letter of Credit by such L/C Issuer, (B) any drawing under any such Letter of Credit or (C) any payment (or failure to pay when due) by the Borrower of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment, (ii) upon the request of the Administrative Agent (or any Revolving Credit Lender through the Administrative Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Administrative Agent and (iii) on the first Business Day of each calendar week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the L/C Obligations for such Letters of Credit outstanding on the last Business Day of the previous calendar week.

(d)           Acquisition of Participations.  Upon any Issuance of a Letter of Credit in accordance with the terms of this Agreement resulting in any increase in the L/C Obligations, each Revolving Credit Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in such Letter of Credit and the related L/C Obligations in an amount equal to such Lender’s Pro Rata Share of such L/C Obligations.

(e)           Reimbursement Obligations of the Borrower.  The Borrower agrees to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrower receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (i) below.  In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the Borrower as provided in this clause (e) (or any such payment by the Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such notice, the Administrative Agent shall forward a copy to each Revolving Credit Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrower with interest thereon computed (i) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (ii) thereafter until payment

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in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

(f)            Reimbursement Obligations of the Revolving Credit Lenders.  Upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share of such L/C Reimbursement Obligation.  By making such payment (other than during the continuation of an Event of Default under Section 9.1(e)), such Lender shall be deemed to have made a Revolving Loan to the Borrower, which, upon receipt thereof by such L/C Issuer, the Borrower shall be deemed to have used in whole to repay such L/C Reimbursement Obligation.  Any such payment that is not deemed a Revolving Loan shall be deemed a funding by such Lender of its participation in the applicable Letter of Credit and the related L/C Obligations.  Such participation shall not otherwise be required to be funded.  Upon receipt by any L/C Issuer of any payment from any Lender pursuant to this clause (f) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay over to such Lender all payments received after such payment by such L/C Issuer with respect to such portion.

(g)           Obligations Absolute.  The obligations of the Borrower and the Revolving Credit Lenders pursuant to clauses (d), (e) and (f) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (i) (A) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (B) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (C) any loss or delay, including in the transmission of any document, (ii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Group Member) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (iii) in the case of the obligations of any Revolving Credit Lender, (A) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Credit Lenders hereby irrevocably waive) or (B) any adverse change in the condition (financial or otherwise) of any Loan Party and (iv) any other act or omission to act or delay of any kind of any Secured Party or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.4, constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Credit Lender hereunder.

(h)           Non-Funding Lenders and Impacted Lenders.  Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 11.2, (ii) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, (iii) the Revolving Credit Commitments of the other Revolving Credit Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future L/C

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Obligations will be covered by all Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Credit Lenders in a manner consistent with Section 2.2(c)(ii).

(i)            WFCF as L/C Issuer.  In addition to the foregoing, for so long as WFCF or an Affiliate is the L/C Issuer of a Letter of Credit (in each case, a “Wells L/C Issuer”), the Borrowers, Administrative Agent and WFCF, in its capacity as agent for such L/C Issuer, shall comply with the terms of that certain side letter dated as of the Closing Date which sets forth the procedures to be followed by the Wells L/C Issuer (the “Wells L/C Side Letter”).  In the event of any conflict between the terms of this Section 2.4 and the Wells L/C Side Letter with respect to any Letter of Credit Issued by a Wells L/C Issuer, the terms of the Wells L/C Side Letter shall control.

Section 2.5             Reduction and Termination of the Commitments.  (a) Optional.  The Borrower may, upon notice to the Administrative Agent, terminate in whole or reduce in part ratably any unused portion of the Revolving Credit Commitments; provided, however, that each partial reduction shall be in an aggregate amount that is an integral multiple of $1,000,000.

(b)           Mandatory.  All outstanding Commitments shall terminate on the Scheduled Revolving Credit Termination Date.

Section 2.6            Repayment of Loans.  The Borrower promises to repay the entire unpaid principal amount of the Revolving Loans and the Swing Loans on the Scheduled Revolving Credit Termination Date.

Section 2.7            Optional Prepayments.  The Borrower may prepay the outstanding principal amount of any Loan in whole or in part at any time (together with accrued interest and any breakage costs that may be owing pursuant to Section 2.16(a) after giving effect to such prepayment); provided, however, that each partial prepayment that is not of the entire outstanding amount under any Facility shall be in an aggregate amount that is an integral multiple of $1,000,000.

Section 2.8            Mandatory Prepayments.

(a)           Reserved.

(b)           Reserved.

(c)           Reserved.

(d)           Indenture Prepayments.   Notwithstanding the foregoing in this Section 2.8, at any time when any Group Member consummates any [“Asset Sale”] as defined in the Indenture (together with any term of similar effect), on or prior to the 364th day after the date of such Asset Sale, the Borrower shall, pay or cause to be paid to the Administrative Agent an amount, not to exceed the lesser of the Revolving Credit Outstandings and such Net Cash Proceeds (or such [“Excess Proceeds”] as defined in the Indenture (together with any term of similar effect)).

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(e)           Excess Outstandings.  On any date on which the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments, the Borrower shall pay to the Administrative Agent an amount equal to such excess.

(f)            Application of Payments.  Any payments made to the Administrative Agent pursuant to this Section 2.8 shall be applied to the Obligations in accordance with Section 2.12(b).

Section 2.9             Interest.  (a) Rate.  All Loans and the outstanding amount of all other Obligations (other than pursuant to Secured Hedging Agreements) shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows:  (i) in the case of Base Rate Loans, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin, each as in effect from time to time, (ii) in the case of Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar Rate and the Applicable Margin, each as in effect for the applicable Interest Period, and (iii) in the case of other Obligations, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin for Revolving Loans that are Base Rate Loans, each as in effect from time to time.

(b)           Payments.  Interest accrued shall be payable in arrears (i) if accrued on the principal amount of any Loan, (A) at maturity (whether by acceleration or otherwise), and (B) (1) if such Loan is a Base Rate Loan (including a Swing Loan), on the last day of each calendar quarter commencing on the first such day following the making of such Loan, (2) if such Loan is a Eurodollar Rate Loan, on the last day of each Interest Period applicable to such Loan and, if applicable, on each date during such Interest Period occurring every 3 months from the first day of such Interest Period and (ii) if accrued on any other Obligation, on demand from any after the time such Obligation is due and payable (whether by acceleration or otherwise).

(c)           Default Interest.  Notwithstanding the rates of interest specified in clause (a) above or elsewhere in any Loan Document, effective immediately upon (A) the occurrence of any Event of Default under Section 9.1 (d) or (e) or (B) the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any other Event of Default and, in each case, for as long as such Event of Default shall be continuing, the principal balance of all Obligations (including any Obligation that bears interest by reference to the rate applicable to any other Obligation) then due and payable shall bear interest at a rate that is 2.0% per annum in excess of the interest rate applicable to such Obligations from time to time, payable on demand or, in the absence of demand, on the date that would otherwise be applicable.

(d)           Savings Clause.  Anything herein to the contrary notwithstanding, the obligations of the Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender, and in such

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event the Borrower shall pay such Lender interest at the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement.

Section 2.10           Conversion and Continuation Options.  (a) Option.  The Borrower may elect (i) in the case of any Eurodollar Rate Loan, (A) to continue such Eurodollar Rate Loan or any portion thereof for an additional Interest Period on the last day of the Interest Period applicable thereto and (B) to convert such Eurodollar Rate Loan or any portion thereof into a Base Rate Loan at any time on any Business Day, subject to the payment of any breakage costs required by Section 2.16(a), and (ii) in the case of Base Rate Loans (other than Swing Loans), to convert such Base Rate Loans or any portion thereof into Eurodollar Rate Loans at any time on any Business Day upon 3 Business Days’ prior notice; provided, however, that, (x) for each Interest Period, the aggregate amount of Eurodollar Rate Loans having such Interest Period must be an integral multiple of $1,000,000 and (y) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of Eurodollar Rate Loans shall be permitted at any time at which (1) an Event of Default shall be continuing and the Administrative Agent or the Required Lenders shall have determined in their sole discretion not to permit such conversions or continuations, (2) such continuation or conversion would be made during a suspension imposed by Section 2.15, or (3) prior to the Syndication Completion Date, such conversion or continuation would result in a Eurodollar Rate Loan having an Interest Period in excess of one month.

(b)           Procedure.  Each such election shall be made by giving the Administrative Agent at least 3 Business Days’ prior notice in substantially the form of Exhibit F (a “Notice of Conversion or Continuation”) duly completed.  The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein.  If the Administrative Agent does not receive a timely Notice of Conversion or Continuation from the Borrower Representative containing a permitted election to continue or convert any Eurodollar Rate Loan, then, upon the expiration of the applicable Interest Period, such Loan shall be automatically converted to a Base Rate Loan.  Each partial conversion or continuation shall be allocated ratably among the Lenders in the applicable Facility in accordance with their Pro Rata Share.

Section 2.11           Fees.  (a) Unused Commitment Fee.  The Borrower agrees to pay to each Revolving Credit Lender a commitment fee on the actual daily amount by which the Revolving Credit Commitment of such Lender exceeds its Pro Rata Share of the sum of (i) the aggregate outstanding principal amount of Revolving Loans and (ii) the outstanding amount of the L/C Obligations for all Letters of Credit (the “Unused Commitment Fee”) from the date hereof through the Revolving Credit Termination Date at a rate per annum equal to the Applicable Margin, payable in arrears (x) on the last day of each calendar quarter and (y) on the Revolving Credit Termination Date.

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(b)Letter of Credit Fees.  The Borrower agrees to pay, with respect to all Letters of Credit issued by any L/C Issuer, (i) to such L/C Issuer, the fees, documentary and processing charges as separately agreed between the Borrower and such L/C Issuer or otherwise in accordance with such L/C Issuer’s standard schedule in effect at the time of determination thereof, (ii) to the Administrative Agent, for the benefit of the L/C Issuer, a fronting fee equal to 0.25% per annum multiplied by the face amount of such Letter of Credit and (iii) to the Administrative Agent, for the benefit of the Revolving Credit Lenders according to their Pro Rata Shares, a fee (the “Letter of Credit Fee”) accruing at a rate per annum equal to the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the maximum undrawn face amount of such Letters of Credit, such fees under clauses (ii) and (iii) shall be payable in arrears (A) on the last day of each calendar month, ending after the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date; provided, however, that the fee payable under clause (iii) shall be increased by 2% per annum and shall be payable, in addition to being payable on any date it is otherwise required to be paid hereunder, on demand effective immediately upon (x) the occurrence of any Event of Default under Section 9.1(e)(ii) or (y) the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any other Event of Default and, in each case, for as long as such Event of Default shall be continuing.

(c)Additional Fees.  The Borrower shall pay to the Administrative Agent and its Related Persons its reasonable and customary fees and expenses in connection with any payments made pursuant to Section 2.16(a) (Breakage Costs) and has agreed to pay the additional fees described in the Fee Letter.

Section 2.12Application of Payments.  (a) Application of Voluntary Prepayments.  Unless otherwise provided in this Section 2.12 or elsewhere in any Loan Document, all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied to repay the Obligations the Borrower designates.

(b)Application of Mandatory Prepayments.  Subject to the provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, any payment made by the Borrower to the Administrative Agent pursuant to Section 2.8 or any other prepayment of the Obligations required to be applied in accordance with this clause (b) shall be applied first, to repay the outstanding principal balance of the Revolving Loans and the Swing Loans (provided that any payment made pursuant to Section 2.8 shall be made without a concurrent reduction in the Revolving Credit Commitment), and second, in the case of any payment required pursuant to Section 2.8(e), to provide cash collateral to the extent and in the manner in Section 9.3 and, then, any excess shall be retained by the Borrower.

(c)Application of Payments During an Event of Default.  Each of Holdings and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and

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all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C Issuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.3 (v) fifth, to pay amounts owing with respect to Secured Hedging Agreements and (vi) sixth, to the ratable payment of all other Obligations.

(d)Application of Payments Generally.  All payments that would otherwise be allocated to the Revolving Credit Lenders pursuant to this Section 2.12 shall instead be allocated first, to repay interest on Swing Loans, on any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender and on any L/C Reimbursement Obligation, in each case for which the Administrative Agent or, as the case may be, the L/C Issuer has not then been reimbursed by such Lender or the Borrower, second to pay the outstanding principal amount of the foregoing obligations and third, to repay the Revolving Loans.  All repayments of any Revolving Loans shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods.  If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.12, the available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations ratably based on the proportion of the Secured Parties’ interest in such Obligations.  Any priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding

Section 2.13Payments and Computations.  (a) Procedure.  The Borrower shall make each payment under any Loan Document not later than 11:00 a.m. on the day when due to the Administrative Agent by wire transfer or ACH transfer (which shall be the exclusive means of payment hereunder) to the following account (or at such other account or by such other means to such other address as the Administrative Agent shall have notified the Borrower in writing within a reasonable time prior to such payment) in immediately available Dollars and without setoff or counterclaim:

Bank Name	Deutsche Bank Trust Company Americas
	60 Wall Street
	New York, NY 10005
ABA No.	021-001-033
Account Number	502-71079
Account Name:	HH Cash Flow Collections
Reference:	Oncure Medical Corp. (HFS3106)

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The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in Section 2.12.  The Lenders shall make any payment under any Loan Document in immediately available Dollars and without setoff or counterclaim.  Each Revolving Credit Lender shall make each payment for the account of any L/C Issuer or Swingline Lender required pursuant to Section 2.3 or 2.4 (A) if the notice or demand therefor was received by such Lender prior to 11:00 a.m. on any Business Day, on such Business Day and (B) otherwise, on the Business Day following such receipt.  Payments received by the Administrative Agent after 11:00 a.m. shall be deemed to be received on the next Business Day.

(b)Computations of Interests and Fees.  All computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 360 days (or, in the case of Base Rate Loans whose interest rate is calculated based on the rate set forth in clause (a) of the definition of “Base Rate”, 365/366 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable.  Each determination of an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including determinations of a Eurodollar Rate or Base Rate in accordance with the definitions of “Eurodollar Rate” and “Base Rate”, respectively) and shall be conclusive, binding and final for all purposes, absent manifest error.

(c)Payment Dates.  Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day without any increase in such payment as a result of additional interest or fees; provided, however, that such interest and fees shall continue accruing as a result of such extension of time.

(d)Advancing Payments.  Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender.  If and to the extent that the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender together with interest thereon (at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans under the applicable Facility) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

Section 2.14Evidence of Debt.  (a) Records of Lenders.  Each Lender shall maintain in accordance with its usual practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.  In addition, each Lender having sold a participation in any of its Obligations or having identified an SPV as such to the Administrative Agent, acting as agent of the Borrower solely for this purpose and solely for tax purposes, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as such Lender shall notify the Borrower) a record of

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ownership, in which such Lender shall register by book entry (a) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (b) the rights, interest or obligation of each such participant and SPV in any Obligation, in any Commitment and in any right to receive any payment hereunder.

(b)Records of Administrative Agent.  The Administrative Agent, acting as agent of the Borrower solely for tax purposes and solely with respect to the actions described in this Section 2.14, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as the Administrative Agent may notify the Borrower Representative) (A) a record of ownership (the “Register”) in which the Administrative Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the Administrative Agent, each Lender and each L/C Issuer in the Revolving Credit Outstandings, each of their obligations under this Agreement to participate in each Loan, Letter of Credit and L/C Reimbursement Obligation, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders and the L/C Issuers (and each change thereto pursuant to Section 2.18 (Substitution of Lenders) and Section 11.2 (Assignments and Participations; Binding Effect)), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, for Eurodollar Rate Loans, the Interest Period applicable thereto, (4) the amount of any principal or interest due and payable or paid, (5) the amount of the L/C Reimbursement Obligations due and payable or paid and (6) any other payment received by the Administrative Agent from the Borrower and its application to the Obligations.

(c)Registered Obligations.  Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans and, in the case of Revolving Loans, the corresponding obligations to participate in L/C Obligations and Swing Loans) and the L/C Reimbursement Obligations are registered obligations, the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein.  This Section 2.14 and Section 11.2 shall be construed so that the Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c) (2) of the Code and any related regulations (and any successor provisions).

(d)Prima Facie Evidence.  The entries made in the Register and in the accounts maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable Requirements of Law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that no error in such account and no failure of any Lender or the Administrative Agent to maintain any such account shall affect the obligations of any Loan Party to repay the Loans in accordance with their terms.  In addition, the Loan Parties, the Administrative Agent, the Lenders and the L/C Issuers shall treat each Person whose name is recorded in the Register as a Lender or L/C Issuer, as applicable, for all purposes of this Agreement.  Information contained in the Register with respect to any Lender or any L/C Issuer shall be available for access by the Borrower, the Administrative Agent, such Lender or such L/C Issuer at any reasonable time and from time to time upon reasonable prior notice.  No

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Lender or L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender or L/C Issuer unless otherwise agreed by the Administrative Agent.

(e)Notes.  Upon any Lender’s request, the Borrower shall promptly execute and deliver Notes to such Lender evidencing the Loans of such Lender in a Facility and substantially in the form of Exhibit B; provided, however, that only one Note for each Facility shall be issued to each Lender, except (i) to an existing Lender exchanging existing Notes to reflect changes in the Register relating to such Lender, in which case the new Notes delivered to such Lender shall be dated the date of the original Notes and (ii) in the case of loss, destruction or mutilation of existing Notes and similar circumstances.  Each Note, if issued, shall only be issued as means to evidence the right, title or interest of a Lender or a registered assignee in and to the related Loan, as set forth in the Register, and in no event shall any Note be considered a bearer instrument or obligation.

Section 2.15Suspension of Eurodollar Rate Option.  Notwithstanding any provision to the contrary in this Article 2, the following shall apply:

(a)Interest Rate Unascertainable, Inadequate or Unfair.  In the event that (a) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate is determined or (b) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative Agent shall promptly so notify the Borrower and the Lenders, whereupon the obligation of each Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until the Administrative Agent shall notify the Borrower that the Required Lenders have determined that the circumstances causing such suspension no longer exist.

(b)Illegality.  If any Lender determines that the introduction of, or any change in or in the interpretation of, any Requirement of Law after the date of this Agreement shall make it unlawful, or any Governmental Authority shall assert that it is unlawful, for any Lender or its applicable lending office to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, the obligation of such Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until such Lender shall, through the Administrative Agent, notify the Borrower that it has determined that it may lawfully make Eurodollar Rate Loans.

(c)Effect of Suspension.  If the obligation of any Lender to make or to continue Eurodollar Rate Loans is suspended, (A) the obligation of such Lender to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended, (B) such Lender shall make a Base Rate Loan at any time such Lender would otherwise be obligated to make a Eurodollar Rate Loan, (C) the Borrower may revoke any pending Notice of Borrowing or Notice of Conversion or Continuation to make or continue any Eurodollar Rate Loan or to convert any Base Rate Loan into a Eurodollar Rate Loan and (D) each Eurodollar Rate Loan of such Lender shall

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automatically and immediately (or, in the case of any suspension pursuant to clause (a) above, on the last day of the current Interest Period thereof) be converted into a Base Rate Loan.

Section 2.16Breakage Costs; Increased Costs; Capital Requirements.  (a) Breakage Costs.  The Borrower shall compensate each Lender, upon demand from such Lender to the Borrower Representative (with copy to the Administrative Agent), for all Liabilities (including, in each case, those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to prepare to fund, to fund or to maintain the Eurodollar Rate Loans of such Lender to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may incur (a) to the extent, for any reason other than solely by reason of such Lender being a Non-Funding Lender, a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation or in a similar request made by telephone by the Borrower, (b) to the extent any Eurodollar Rate Loan is paid (whether through a scheduled, optional or mandatory prepayment) or converted to a Base Rate Loan (including because of Section 2.15) on a date that is not the last day of the applicable Interest Period or (c) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof.  For purposes of this clause (a), each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it using a matching deposit or other borrowing in the London interbank market.

(b)Increased Costs.  If at any time any Lender or L/C Issuer determines that, after the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority shall have the effect of (i) increasing the cost to such Lender of making, funding or maintaining any Eurodollar Rate Loan or to agree to do so or of participating, or agreeing to participate, in extensions of credit, (ii) increasing the cost to such L/C Issuer of Issuing or maintaining any Letter of Credit or of agreeing to do so or (iii) imposing any other cost to such Lender or L/C Issuer with respect to compliance with its obligations under any Loan Document, then, upon demand by such Lender or L/C Issuer (with copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender or L/C Issuer amounts sufficient to compensate such Lender or L/C Issuer for such increased cost.

(c)Increased Capital Requirements.  If at any time any Lender or L/C Issuer determines that, after the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority regarding capital adequacy, reserves, special deposits, compulsory loans, insurance charges against property of, deposits with or for the account of, Obligations owing to, or other credit extended or participated in by, any Lender or L/C Issuer or any similar requirement (in each case other than any imposition or increase of Eurodollar Reserve Requirements) shall have the effect of reducing the rate of return on the capital of such Lender’s or L/C Issuer (or any corporation controlling such Lender or L/C Issuer) as a consequence of its obligations under or with respect to any Loan Document or Letter of Credit to a level below that which, taking into account the capital adequacy policies of such Lender, L/C Issuer or corporation, such Lender, L/C Issuer or corporation could have achieved but for such adoption or change, then, upon demand from time

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to time by such Lender or L/C Issuer (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such reduction.

(d)Compensation Certificate.  Each demand for compensation under this Section 2.16 shall be accompanied by a certificate of the Lender or L/C Issuer claiming such compensation, setting forth the amounts to be paid hereunder, which certificate shall be conclusive, binding and final for all purposes, absent manifest error.  In determining such amount, such Lender or L/C Issuer may use any reasonable averaging and attribution methods.  Notwithstanding the foregoing in this Section 2.16, no Loan Party shall be required to compensate any Lender or L/C Issuer pursuant to this Section 2.16 for any amount incurred more than 180 days prior to the deliver of such certificate; provided, however, that such period shall be extended in the case of a reduction caused by any event having a retroactive effect to include the period of retroactive effect).

Section 2.17Taxes.  (a) Payments Free and Clear of Taxes.  Except as otherwise provided in this Section 2.17, each payment by any Loan Party to, on behalf of, or at the direction of, any Secured Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings imposed, levied, collected, assessed or administered by an Governmental Authority and all liabilities with respect thereto (and without deduction for any of them) (collectively, but excluding the taxes set forth in clauses (i) and (ii) below, the “Taxes”) other than for (i) taxes measured by net income (however denominated, including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on such Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document) or (ii) taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below.

(b)Gross-Up.  If any Taxes shall be required by law to be deducted from or in respect of any amount payable under any Loan Document (other than any Secured Hedging Agreement) to any Secured Party (i) such amount shall be increased as necessary to ensure that, after all required deductions for Taxes are made (including deductions applicable to any increases to any amount under this Section 2.17), such Secured Party receives the amount it would have received had no such deductions been made, (ii) the relevant Loan Party shall make such deductions, (iii) the relevant Loan Party shall timely pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable Requirements of Law and (iv) within 30 days after such payment is made, the relevant Loan Party shall deliver to the Administrative Agent an original or certified copy of a receipt evidencing such payment or other evidence of payment reasonably satisfactory to the Administrative Agent; provided, however, that no such increase shall be made with respect to, and no Loan Party shall be required to indemnify any such Secured Party pursuant to clause (d) below for, (x) withholding taxes to the extent that the obligation to withhold amounts existed on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under this clause (b), designated a new lending office through which it has begun

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to maintain its Loan(s) and which maintenance through such office causes such increase or experiences a change in circumstances (other than a change in a Requirement of Law), except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective or such Secured Party was entitled at the time of designation of a new lending office or change in circumstances to receive additional amounts under this clause (b) or (y) any United States backup withholding tax to the extent required by Code Section 3406 and the Treasury Regulations promulgated under such section to be withheld from amounts payable to a Secured Party that is subject to backup withholding due to the IRS notifying the Administrative Agent or the Borrower of payee underreporting of reportable interest or dividend payments or that the furnished taxpayer identification number is incorrect (provided, however, that the relevant Secured Party shall be given a reasonable period of time to provide the correct taxpayer identification number before any amounts are withheld).

(c)Other Taxes.  In addition, the Borrower agrees to pay, and authorizes the Administrative Agent to pay in its name, any stamp, documentary, excise or property tax, charges or similar levies imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including by reason of any delay in payment thereof), in each case arising from the execution, delivery or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein (collectively, “Other Taxes”).  The Swingline Lender may, without any need for notice, demand or consent from the Borrower, by making funds available to the Administrative Agent in the amount equal to any such payment, make a Swing Loan to the Borrower in such amount, the proceeds of which shall be used by the Administrative Agent in whole to make such payment.  Within 30 days after the date of any payment of Taxes or Other Taxes by any Loan Party, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 11.11, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment reasonably satisfactory to the Administrative Agent.

(d)Indemnification.  The Borrower shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to the Administrative Agent), each Secured Party for all Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.17) paid by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.  A certificate of the Secured Party (or of the Administrative Agent on behalf of such Secured Party) claiming any compensation under this clause (d), setting forth the amounts to be paid thereunder and delivered to the Borrower Representative with copy to the Administrative Agent, shall be conclusive, binding and final for all purposes, absent manifest error.  In determining such amount, the Administrative Agent and such Secured Party may use any reasonable averaging and attribution methods.  Failure or delay on the part of any Secured Party to demand indemnification pursuant to this Section 2.17(d) shall not constitute a waiver of such Secured Party’s right to demand and receive indemnification from Loan Parties; provided, however that the Borrower shall not have any obligation to indemnify the Secured Party for (i) any additional interest related to any Taxes or Other Taxes to the extent that such additional interest represents interest accrued for the period beginning 180 days after the date the Secured Party received written notice of the imposition of such Taxes or Other Taxes and ending

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on the date the Secured Party notified the Borrower or Borrower Representative of the same (to the extent such Secured Party failed to notify the Borrower or Borrower Representative during such 180-day period) or (ii) additional penalties to the extent such additional penalties are incurred as a result of such Secured Party’s failure to notify the Borrower or Borrower Representative within the 180-day period referred to in the preceding clause (i).

(e)Mitigation.  Any Lender claiming any additional amounts payable pursuant to this Section 2.17 shall use its reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its lending office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

(f)Tax Forms.  (i) Each Non-U.S. Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or is subject to such withholding tax at a reduced rate under an applicable tax treaty shall (w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (i) and (z) from time to time if requested by the Borrower Representative or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Administrative Agent and the Borrower Representative (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of each of the following, as applicable:  (a) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) or any successor forms, (b) in the case of a Non-U.S. Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Administrative Agent that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c) (3)(a) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c) (3)(b) of the Code or (3) a “controlled foreign corporation” described in Section 881(c) (3)(c) of the Code or (c) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents.  For the avoidance of doubt, the foregoing sentence shall not be construed to require any Non-U.S. Lender Party to provide a form that it is not legally entitled to provide.  Unless the Borrower Representative and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Loan Parties and the Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.  In addition, to the extent requested by the Borrower, each Non-U.S. Lender Party shall take any reasonable action permissible under the laws applicable to such Non-U.S. Lender Party to comply with any information gathering or reporting requirements, in each case, that are required to obtain the maximum permitted exemption from U.S. federal withholding taxes available under

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Sections 1471 through 1474 of the Code and any regulations or official interpretations thereof with respect to withholdable payments received by or on behalf of such Non-U.S. Lender Party (for the avoidance of doubt, this sentence shall apply only to the extent that any withholding is required under Sections 1471 through 1474 of the Code in respect of such payments).

(i)Each U.S. Lender Party shall (A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D) from time to time if requested by the Borrower Representative or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Administrative Agent and the Borrower Representative (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form.

(ii)Each Lender having sold a participation in any of its Obligations or identified an SPV as such to the Administrative Agent shall collect from such participant or SPV the documents described in this clause (f) and provide them to the Administrative Agent.

(g)If a Secured Party determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by any Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expense of such Secured Party and without interest (other than interest paid by the relevant Governmental Authority with respect to the portion of such refund payable to such Loan Party); provided, that Loan Parties, upon the request of such Secured Party, agree to repay to such Secured Party the amount paid over to the Loan Parties (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such Secured Party is required to repay such refund to such Governmental Authority.  This clause (g) shall not be construed to require any Secured Party to make available or otherwise disclose any confidential information or documentation (including, without limitation, any tax returns) to any Person (including any party hereto) or otherwise make any accounting of or with respect to any tax refund to any Person.

Section 2.18Substitution of Lenders.  (a) Substitution Right.  In the event that any Lender in any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower Representative pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) (Taxes), (iv) becomes a Non-Funding Lender or Impacted Lender with respect to such Facility or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained but that requires the consent of other Lenders in such Facility, the Borrower may either pay in full such Affected

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Lender with respect to amounts due in such Facility with the consent of the Administrative Agent or substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent (in each case, a “Substitute Lender”).  Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, the Administrative Agent may, but shall not be obligated to, obtain a Substitute Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three Business’ Days prior notice to such Non-Funding Lender or Impacted Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par.

(b)Procedure.  To substitute such Affected Lender or pay in full the Obligations owed to such Affected Lender under such Facility, the Borrower Representative shall deliver a notice to the Administrative Agent and such Affected Lender.  The effectiveness of such payment or substitution shall be subject to the delivery to the Administrative Agent by the Borrower (or, as may be applicable in the case of a substitution, by the Substitute Lender) of (i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such payment or substitution, all Obligations owing to such Affected Lender with respect to such Facility (including those that will be owed because of such payment and all Obligations that would be owed to such Lender if it was solely a Lender in such Facility), (ii) in the case of a payment in full of the Obligations owing to such Affected Lender in the Revolving Credit Facility, payment of any amount that, after giving effect to the termination of the Commitment of such Affected Lender, is required to be paid pursuant to Section 2.8(e) (Excess Outstandings) and (iii) in the case of a substitution, (A) payment of the assignment fee set forth in Section 11.2(c) and (B) an assumption agreement in form and substance satisfactory to the Administrative Agent whereby the Substitute Lender shall, among other things, agree to be bound by the terms of the Loan Documents and assume the Commitment of the Affected Lender under such Facility.

(c)Effectiveness.  Upon satisfaction of the conditions set forth in clause (b) above, the Administrative Agent shall record such substitution or payment in the Register, whereupon (i) in the case of any payment in full in any Facility, such Affected Lender’s Commitments in such Facility shall be terminated and (ii) in the case of any substitution in any Facility, (A) the Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents with respect to such Facility, except that the Affected Lender shall retain such rights expressly providing that they survive the repayment of the Obligations and the termination of the Commitments, (B) the Substitute Lender shall become a “Lender” hereunder having a Commitment in such Facility in the amount of such Affected Lender’s Commitment in such Facility and (C) the Affected Lender shall execute and deliver to the Administrative Agent an Assignment to evidence such substitution and deliver any Note in its possession with respect to such Facility; provided, however, that the failure of any Affected Lender to execute any such Assignment or deliver any such Note shall not render such sale and purchase (or the corresponding assignment) invalid.  Each Lender agrees that if the Borrower or the Administrative Agent exercises its option hereunder to cause an assignment by such Lender as an Affected Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance

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with Section 11.2.  In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent, and hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any assignment agreement or other documentation as may be required to give effect to an assignment in accordance with Section 11.2 on behalf of an Affected Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.2.

Section 2.19Appointment of Borrower Representative.

(a)Each Borrower hereby irrevocably appoints and constitutes the Borrower Representative as its agent to request and receive the proceeds of advances in respect of the Loans (and to otherwise act on behalf of such Borrower pursuant to this Agreement and the other Loan Documents) from Lenders in the name or on behalf of each such Borrower.  Administrative Agent may disburse such proceeds to the bank account of Borrower Representative (or any one or more Borrower) without notice to any other Borrower or any other Loan Party.

(b)Each Loan Party hereby irrevocably appoints and constitutes the Borrower Representative as its agent to (i) receive statements of account and all other notices from Administrative Agent with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents, (ii) execute and deliver Compliance Certificates and all other notices, certificates and documents to be executed and/or delivered by any Loan Party under this Agreement or the other Loan Documents; and (iii) otherwise act on behalf of such Loan Party pursuant to this Agreement and the other Loan Documents.

(c)The authorizations contained in this Section 2.19 are coupled with an interest and shall be irrevocable, and Administrative Agent may rely on any notice, request, information supplied by the Borrower Representative, every document executed by the Borrower Representative, every agreement made by the Borrower Representative or other action taken by the Borrower Representative in respect of any Borrower or other Loan Party as if the same were supplied, made or taken by such Borrower or Loan Party.  Without limiting the generality of the foregoing, the failure of one or more Borrower or other Loan Party to join in the execution of any writing in connection herewith shall not relieve any Borrower or other Loan Party from obligations in respect of such writing.

(d)No purported termination of the appointment of Borrower Representative as agent shall be effective without the prior written consent of Administrative Agent.

Section 2.20Joint and Several Liability.

(a)Each Borrower shall be jointly and severally liable for all of the Obligations of each other Borrower under this Agreement, regardless of which Borrower actually receives the proceeds or other benefits of the Loans or other extensions of credit hereunder or the manner in which Borrower, Administrative Agent or any Lender accounts therefor in their respective books and records.

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(b)Each Borrower acknowledges that it will enjoy significant benefits from the business conducted by each other Borrower because of, inter alia, their combined ability to bargain with other Persons including without limitation their ability to receive the Loans and other credit extensions under this Agreement and the other Loan Documents which would not have been available to any Borrower acting alone.  Each Borrower has determined that it is in its best interest to procure the credit facilities contemplated hereunder, with the credit support of each other Borrower as contemplated by this Agreement and the other Loan Documents.

(c)Each of the Agent and the Lenders have advised Borrowers that it is unwilling to enter into this Agreement and the other Loan Documents and make available the credit facilities extended hereby or thereby to any Borrower unless each Borrower agrees, among other things, to be jointly and severally liable for the due and proper payment of the Obligations of each other Borrower under this Agreement and the other Loan Documents.  Each Borrower has determined that it is in its best interest and in pursuit of its purposes that it so induce the Lenders to extend credit pursuant to this Agreement and the other documents executed in connection herewith (A) because of the desirability to each Borrower of the credit facilities hereunder and the interest rates and the modes of borrowing available hereunder and thereunder, (B) because each Borrower may engage in transactions jointly with other Borrowers and (C) because each Borrower may require, from time to time, access to funds under this Agreement for the purposes herein set forth.  Each Borrower, individually, expressly understands, agrees and acknowledges, that the credit facilities contemplated hereunder would not be made available on the terms herein in the absence of the collective credit of all the Borrowers, and the joint and several liability of all the Borrowers.  Accordingly, each Borrower acknowledges that the benefit of the accommodations made under this Agreement to the Borrower, as a whole, constitutes reasonably equivalent value, regardless of the amount of the indebtedness actually borrowed by, advanced to, or the amount of credit provided to, or the amount of collateral provided by, any one Borrower.

(d)The Borrower Representative (on behalf of each Borrower) shall maintain records specifying (A) all Obligations incurred by each Borrower, (B) the date of such incurrence, (C) the date and amount of any payments made in respect of such Obligations and (D) all inter-Borrower obligations pursuant to this Section.  The Borrower Representative shall make copies of such records available to the Agent, upon request.

(e)To the extent that applicable law otherwise would render the full amount of the joint and several obligations of any Borrower hereunder and under the other Loan Documents invalid or unenforceable, such Person’s obligations hereunder and under the other Loan Documents shall be limited to the maximum amount which does not result in such invalidity or unenforceability; provided, however, that each Borrower’s obligations hereunder and under the other Loan Documents shall be presumptively valid and enforceable to their fullest extent in accordance with the terms hereof or thereof, as if this Section were not a part of this Agreement.

(f)To the extent that any Borrower shall make a payment under this Section of all or any of the Obligations (a “Joint Liability Payment”) which, taking into account all other Joint Liability Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the

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aggregate Obligations satisfied by such Joint Liability Payments in the same proportion that such Person’s “Allocable Amount” (as defined below) (as determined immediately prior to such Joint Liability Payments) bore to the aggregate Allocable Amounts of each Borrower as determined immediately prior to the making of such Joint Liability Payments, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Joint Liability Payments.  As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim which could then be recovered from such Borrower under this Section without rendering such claim voidable or avoidable under §548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

(g)Each Borrower assumes responsibility for keeping itself informed of the financial condition of each other Borrower, and any and all endorsers and/or guarantors of any instrument or document evidencing all or any part of such other Borrower’s Obligations, and of all other circumstances bearing upon the risk of nonpayment by such other Borrower of their Obligations and each Borrower agrees that Administrative Agent nor any Lender shall not have any duty to advise such Borrower of information known to Administrative Agent or any Lender regarding such condition or any such circumstances or to undertake any investigation not a part of its regular business routine.  If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent nor any Lender shall be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion.

(h)Administrative Agent is hereby authorized, without notice or demand and without affecting the liability of any Borrower hereunder, to, at any time and from time to time, (A) renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, Obligations incurred by any Borrower or other Loan Party, otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument now or hereafter executed by any Borrower or other Loan Party and delivered to Administrative Agent or any Lender; (B) accept partial payments on an Obligation incurred by any Borrower; (C) take and hold security or collateral for the payment of an Obligation incurred by any Borrower hereunder or for the payment of any guaranties of an Obligation incurred by any Borrower or other liabilities of any Borrower and exchange, enforce, waive and release any such security or collateral; (D) apply such security or collateral and direct the order or manner of sale thereof as Administrative Agent, in it’s sole respective discretion, may determine; and (E) settle, release, compromise, collect or otherwise liquidate an Obligation incurred by any Borrower and any security or collateral therefor in any manner, without affecting or impairing the obligations of any other Borrower.  Administrative Agent shall have the exclusive right to determine the time and manner of application of any payments or credits, whether received from a Borrower or any other source, and such determination shall be binding on each Borrower.  All such payments and credits may be applied, reversed and reapplied, in whole or in part, to any of an Obligation incurred by any Borrower as Administrative Agent shall determine in it’s respective sole discretion without affecting the validity or enforceability of the Obligations of any other

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Borrower.  Nothing in this Section 2.20(h) shall modify any right of any Borrower to consent to any amendment or modification of this Agreement in accordance with the terms hereof.

(i)Each Borrower hereby agrees that, except as hereinafter provided, its obligations hereunder shall be unconditional, irrespective of (A) the absence of any attempt to collect an Obligation incurred by Borrower from any Borrower or any guarantor or other action to enforce the same; (B) the waiver or consent by Administrative Agent with respect to any provision of any instrument evidencing an Obligation incurred by Borrower, or any part thereof, or any other agreement heretofore, now or hereafter executed by a Borrower and delivered to Administrative Agent; (C) failure by Administrative Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for an Obligation incurred by any Borrower; (D) the institution of any proceeding under the Bankruptcy Code, or any similar proceeding, by or against any Borrower or other Loan Party, Administrative Agent’s or any Lender’s election in any such proceeding of the application of §1111(b)(2) of the Bankruptcy Code; (E) any borrowing or grant of a security interest by any Borrower as debtor-in-possession under §364 of the Bankruptcy Code; (F) the disallowance, under §502 of the Bankruptcy Code, of all or any portion of Administrative Agent’s or any Lender’s claim(s) for repayment of any of an Obligation incurred by any Borrower; or (G) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(j)Any notice given by Borrower Representative hereunder shall constitute and be deemed to be notice given by all Borrowers, jointly and severally.  Notice given by Administrative Agent or any Lender to Borrower Representative hereunder or pursuant to any other Loan Documents in accordance with the terms hereof or thereof shall constitute notice each Borrower.  The knowledge of any Borrower shall be imputed to all Borrowers and any consent by Borrower Representative or any Borrower shall constitute the consent of and shall bind all Borrowers.

(k)This Section is intended only to define the relative rights of Borrower and nothing set forth in this Section is intended to or shall impair the obligations of Borrower, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement or any other Loan Documents.  Nothing contained in this Section shall limit the liability of any Borrower to pay the credit facilities made directly or indirectly to such Borrower and accrued interest, fees and expenses with respect thereto for which such Borrower shall be primarily liable.

(l)The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each Borrower to which such contribution and indemnification is owing.  The rights of any indemnifying Borrower against the other Borrowers under this Section shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

(m)No payment made by or for the account of a Borrower, including, without limitation, (A) a payment made by such Borrower on behalf of an Obligation of another Borrower or (B) a payment made by any other person under any guaranty, shall entitle such Borrower, by subrogation or otherwise, to any payment from such other Borrower or from or out of property of such other Borrower and such Borrower shall not exercise any right or remedy

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against such other Borrower or any property of such other Borrower by reason of any performance of such Borrower of its joint and several obligations hereunder.

Section 2.21Revolving Credit Commitment Increase.

(a)Request for Commitment Increase.  Provided (i) no Default or Event of Default exists, (ii) after giving effect to the making of the additional loans referred to below, Borrower would be in compliance on a pro forma basis with the covenants set forth in Article 5, and (iii) such proposed increase is permitted pursuant to the terms of the Indenture, Borrower may, with the prior consent of the Administrative Agent (which consent may be granted or withheld in its sole discretion) and upon providing notice from Borrower Representative to the Administrative Agent at any time following the Closing Date request one or more increases in the amount of the Revolving Credit Commitments to be made available to Borrower (each such increase a “Revolving Credit Commitment Increase”).  Notwithstanding anything to the contrary herein, each Revolving Credit Commitment Increase shall be in an integral multiple of $1,000,000 and in an aggregate principal amount not less than $1,000,000.

(b)Additional Lenders.  At the time of such notice, Borrower (in consultation with Administrative Agent) shall specify the time period within which each Lender is requested to respond in writing (which shall, in no event, be less than ten (10) Business Days from the date of delivery of such notice to Lenders).  No Lender shall be obligated to participate in any Revolving Credit Commitment Increase unless it so agrees.  Each Lender may participate in any Revolving Credit Commitment Increase up to its Pro Rata Share of such Revolving Credit Commitment Increase or any portion thereof.  If the proposed Revolving Credit Commitment Increase is not fully committed by the Lenders, any Lender that has agreed to participate in such Revolving Credit Commitment Increase may agree in writing to increase its participation in the Revolving Credit Commitment Increase up to the excess of the proposed Revolving Credit Commitment Increase over the aggregate amount of pro rata commitments received from Lenders; provided that if the excess of the proposed Revolving Credit Commitment Increase over the aggregate amount of pro rata commitments received from Lenders is oversubscribed, each Lender electing to participate in such excess amount may participate up to its Pro Rata Share of such excess amount.   To the extent any portion of such Revolving Credit Commitment Increase, as the case may be, is not fully subscribed by existing Lenders, Borrower or Administrative Agent may invite additional banks, financial institutions and other institutional lenders reasonably acceptable to Administrative Agent to become Lenders.  Any additional financial institution (each an “Additional Lender” and, together with any Lender that agrees to participate in a Revolving Credit Commitment Increase, each a “Participating Lender” and collectively “Participating Lenders”) electing to participate in a Revolving Credit Commitment Increase shall become a Lender hereunder.  A commitment in respect of a Revolving Credit Commitment Increase shall become a Revolving Credit Commitment (or in the case of a Revolving Credit Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Credit Commitment) under this Agreement.

(c)Terms of Revolving Credit Commitment Increase.  Other than pricing, each Revolving Credit Commitment Increase and Borrowing thereunder shall be under the same terms as Revolving Loans in respect of Revolving Credit Commitments existing prior to the Revolving Credit Commitment Increase.  Notwithstanding the foregoing, unless otherwise

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consented to by Borrower, Administrative Agent, and Lenders (including Participating Lenders), the Loans made under a Revolving Credit Commitment Increase shall bear interest at an interest rate no less than the interest rate then applicable to the Revolving Loans so funded and no more than fifty (50) basis points greater than the interest rate then applicable to Revolving Loans.  If Loans made under a Revolving Credit Commitment Increase shall bear interest at an interest rate greater than the interest rate then applicable to Revolving Loans, then the interest rate with respect to the then existing Revolving Loans, as applicable, shall be increased to the same interest rate as is applicable to the Revolving Loans, respectively, made under such Revolving Credit Commitment Increase.   In addition, but without limiting the foregoing, (i) except as provided in the following sentence the percentage of all fees or original issue discounts payable to any Participating Lender on any Revolving Credit Commitment Increase (other than compensation to arrangers or their Affiliates for arranging or underwriting such Revolving Credit Commitment Increase) shall not exceed the percentage of the upfront fees paid to any existing Lender on the outstanding Revolving Loans by more than two hundred (200) basis points and (ii) each component utilized in determining the pricing with respect thereto shall be the same as the Revolving Loans including, without limitation, the definitions of “Base Rate” and “LIBOR.”  If the percentage of fees or original issue discounts payable to any Participating Lender on account of such Participating Lender’s participation in any Revolving Credit Commitment Increase (other than compensation to arrangers or their Affiliates for arranging or underwriting such Revolving Credit Commitment Increase) exceeds the percentage of the upfront fees paid to any Lender on the Closing Date on account of such Lender’s Revolving Credit Commitment on the Closing Date by more than two hundred (200) basis points, then each Lender that was a Lender on the Closing Date (including a Lender that is not a Participating Lender) shall receive additional fees with respect to its Revolving Credit Commitment equal to the percentage of fees or original issue discounts paid to such Participating Lender on account of such Participating Lender’s participation in such Revolving Credit Commitment Increase less two hundred (200) basis points.

(d)Modifications to Agreement.  Administrative Agent and Borrower shall determine the effective date (the “Commitment Increase Effective Date”) of each Revolving Credit Commitment Increase and the final allocation.  Each Participating Lender shall make its share of the Revolving Credit Commitment Increase available under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and the other Financing Documents, as applicable, giving effect to the modifications permitted by this Section 2.22, executed by the Loan Parties, each Participating Lender and Administrative Agent.  Subject to the rights of Lenders pursuant to Section 11.1 hereof, a Commitment Increase Amendment may, without the consent of any other Lender, amend such provisions of this Agreement and the other Financing Documents solely (but only to the extent) as may be necessary or appropriate, in the opinion of Administrative Agent, to effect the provisions of this Section 2.22, (including appropriate amendments to the definitions) required to afford the same treatment to such Revolving Credit Commitment Increase as is applicable to the Revolving Credit Commitments under the Agreement.

(e)Other Documents.  As a condition precedent to any Revolving Credit Commitment Increase, Borrower shall deliver to Administrative Agent a certificate, executed by a Responsible Officer of Borrower Representative, certifying that such proposed increase is

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permitted pursuant to the terms of the Indenture, together with such documents, opinions and certifications as Administrative Agent may reasonably request.

(f)Adjustment of Revolving Loans.  Each Revolving Lender having a Revolving Credit Commitment prior to such Commitment Increase Effective Date shall, on such date, assign to each Revolving Lender and Additional Lender participating in such Revolving Credit Commitment Increase, in consideration of the principal amount thereof, such interests in the Revolving Loans, Lender Letters of Credit and Swingline Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans, participation interests in Lender Letters of Credit and Swingline Loans will be held by all Revolving Lenders (inclusive of Additional Lenders) ratably in accordance with their Revolving Credit Commitments after giving effect to such Revolving Credit Commitment Increase.

ARTICLE 3

CONDITIONS TO LOANS AND LETTERS OF CREDIT

Section 3.1Conditions Precedent to Initial Loans and Letters of Credit.  The obligation of each Lender enter into this Agreement and the other Loan Documents and to make its initial Loans and the obligation of each L/C Issuer to Issue an initial Letter of Credit is subject to the satisfaction or due waiver of each of the following conditions precedent on or before May 13, 2010:

(a)Certain Documents.  The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent and the Lenders party to this Agreement on the Closing Date, in form and substance satisfactory to the Administrative Agent and each Lender:

(i)this Agreement duly executed by Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e);

(ii)the Guaranty and Security Agreement, duly executed by each Borrower and Guarantor, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent, (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution;

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(iii)duly executed favorable opinions of counsel to the Loan Parties in New York and California, each addressed to the Administrative Agent, the L/C Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request;

(iv)a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates);

(v)a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party;

(vi)one or more certificates of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Section 3.1(n) has been satisfied, (B) both the Loan Parties taken as a whole and Oncure, individually, are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 (or in the case of the proceeds of the Second Lien Notes, in accordance with Sections 3.1(e) and (f)) and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of each Related Document (other than the payoff letter for the Existing Credit Agreement and the Existing Note Purchase Agreement) in each case, including schedules and exhibits thereto and together with all amendments, modifications, supplements and waivers thereto along with the Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent with respect to the Second Lien Notes;

(vii)insurance certificates in form and substance reasonably satisfactory to the Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5;

(viii)duly executed Second Lien Intercreditor Agreement, in form and substance acceptable to Administrative Agent; and

(ix)such other documents and information as any Lender through the Administrative Agent may reasonably request.

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(b)Fee and Expenses.  There shall have been paid to the Administrative Agent, for the account of the Administrative Agent, its Related Persons, any L/C Issuer or any Lender, as the case may be, all fees and all reimbursements of costs or expenses, in each case due and payable under any Loan Document on or before the Closing Date.

(c)Consents.  Each Loan Party shall have received all consents and authorizations required pursuant to any material Contractual Obligation with any other Person and shall have obtained all Permits of, and effected all notices to and filings with, any Governmental Authority, in each case, as may be necessary in connection with the consummation of the transactions contemplated in any Loan Document or Related Document (including the Related Transactions).

(d)Second Lien Notes.  Receipt by the Administrative Agent of a certificate of the Borrower Representative’s chief financial officer certifying that Holdings shall have received gross proceeds of at least $210,000,000 in consideration of the issuance by it of the Second Lien Notes, upon terms, conditions and documentation reasonably satisfactory to the Administrative Agent.

(e)Termination of Existing Credit Agreement.  Receipt by the Administrative Agent of evidence that the loans and other obligations under the Existing Credit Agreement have been repaid in full with the proceeds of the Second Lien Notes on the Closing Date and the commitments thereunder have been terminated and all Liens associated therewith have been released or otherwise terminated.

(f)Termination of Existing Note Purchase Agreement.  Receipt by the Administrative Agent of evidence that the loans and other obligations under the Existing Note Purchase Agreement have been repaid in full with the proceeds of the Second Lien Notes on the Closing Date.

(g)Capital; Equity and Second Lien Notes Structure.  Administrative Agent shall be reasonably satisfied with the corporate and capital structure of Holdings, each Borrower and any other Guarantor and their respective Subsidiaries and all legal and tax aspects relating thereto.

(h)Ratings.  The corporate credit rating or corporate family rating, respectively, of Borrower shall be at least B by S&P and at least B2 by Moody’s.

(i)No Material Adverse Change.  There shall not have occurred since December 31, 2009 any developments or events which individually or in the aggregate with other such circumstances has had or could reasonably be expected to have a Material Adverse Effect.

(j)No Litigation.  There exists no pending or threatened Proceeding against any Loan Party or any of their respective Affiliates or respective assets in any court or administrative forum other than that which would not, in the aggregate, have a Material Adverse Effect.

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(k)Financial Statements; Projections.  Receipt by the Administrative Agent of, each to the satisfaction of Administrative Agent:

(i)Pro forma estimated balance sheet of Holdings and its Subsidiaries at the Closing Date after giving effect to the issuance of the Second Lien Notes an all other transactions expected to be consummated on or prior to the Closing Date;

(ii)reasonably satisfactory projections through December 31, 2015; and

(iii)such other information as the Administrative Agent may reasonably request.

(l)Management Services Agreement.  Administrative Agent shall have received collateral assignments of each Management Services Agreement and such other documents reasonably request to ensure Administrative Agent has a first-priority perfected lien on the PC Collateral.

(m)Representations and Warranties; No Defaults.  The following statements shall be true on Closing Date:  (i) the representations and warranties set forth in any Loan Document shall be true and correct in all respects on and as of the Closing Date and (ii) no Default shall be continuing.

(n)Other.  Receipt by the Administrative Agent and the Lenders of such other documents, instruments, agreements and information as reasonably requested by the Administrative Agent or any Lender, including, but not limited to, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, environmental matters, material contracts, debt agreements, property ownership, contingent liabilities, employment agreements, non-compete agreements and management of the Loan Parties and their Subsidiaries.

Section 3.2Conditions Precedent to Each Loan and Letter of Credit.  The obligation of each Lender on any date to make any Loan and of each L/C Issuer on any date to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions precedent:

(a)Request.  The Administrative Agent (and, in the case of any Issuance, the relevant L/C Issuer) shall have received, to the extent required by Article 2, a written, timely and duly executed and completed Notice of Borrowing, Swingline Request or, as the case may be, L/C Request.

(b)Representations and Warranties; No Defaults.  The following statements shall be true on such date, both before and after giving effect to such Loan or, as applicable, such Issuance:  (i) the representations and warranties set forth in any Loan Document shall be true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default shall be continuing.

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(c)Consolidated Fixed Charge Ratio.  The Borrower shall demonstrate to the Administrative Agent’s satisfaction that the Consolidated Fixed Charge Coverage Ratio (recomputed for the last month for which financial statements are available but without giving effect to the funding of such Loan or the issuance of such Letter of Credit) for Holdings is at least 1.00 to 1.00.

(d)Maximum First Lien Principal Amount.  The Borrower shall demonstrate to the Administrative Agent’s satisfaction that, after giving effect to the funding of such Loan or the issuance of such Letter of Credit, the Revolving Credit Outstandings and the outstanding principal amount of any other [“First Lien Obligations”] and [“First Lien Letter of Credit Obligations”] as such terms are defined in the Intercreditor Agreement, collectively, do not exceed the amount set forth in, and calculated in accordance with, clause (a) of the definition of [“Maximum First Lien Principal Amount”] in the Intercreditor Agreement.

(e)Additional Matters.  The Administrative Agent shall have received such additional documents and information as any Lender, through the Administrative Agent, may reasonably request.

The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit.

Section 3.3Determinations of Initial Borrowing Conditions.  For purposes of determining compliance with the conditions specified in Section 3.1, each Lender shall be deemed to be satisfied with each document and each other matter required to be satisfactory to such Lender unless, prior to the Closing Date, the Administrative Agent receives notice from such Lender specifying such Lender’s objections and such Lender has not made available its Pro Rata Share of any Borrowing scheduled to be made on the Closing Date.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Loan Documents, each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) represents and warrants to each of them each of the following on and as of each date applicable pursuant to Section 3.2:

Section 4.1Corporate Existence; Compliance with Law.  Each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except

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where the failure to be in compliance would not have a Material Adverse Effect and (f) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits, make such filings or give such notices would not, in the aggregate, have a Material Adverse Effect.

Section 4.2Loan and Related Documents.  (a) Power and Authority.  The execution, delivery and performance by each Loan Party of the Loan Documents and Related Documents to which it is a party and the consummation of the Related Transactions and other transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action (including, if applicable, consent of holders of its Securities), (ii) do not (A) contravene such Loan Party’s Constituent Documents, (B) violate any applicable Requirement of Law except where such violation would not, in the aggregate, have a Material Adverse Effect, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any Loan Party or any of its Subsidiaries (including other Related Documents or Loan Documents) other than those that would not, in the aggregate, have a Material Adverse Effect and are not created or caused by, or a conflict, breach, default or termination or acceleration event under, any Loan Document or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than (A) with respect to the Loan Documents, the filings required to perfect the Liens created by the Loan Documents, and (B) those listed on Schedule 4.2 and that have been, or will be prior to the Closing Date, obtained or made, copies of which have been, or will be prior to the Closing Date, delivered to the Administrative Agent, and each of which on the Closing Date will be in full force and effect.

(b)Due Execution and Delivery.  From and after its delivery to the Administrative Agent, each Loan Document and Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

(c)Related Transactions.  Contemporaneous with the closing of the transactions contemplated by this Agreement, those transactions contemplated by the Second Lien Notes to be consummated on or prior to the date hereof have been so consummated (including without limitation the disbursement and transfer of all funds in connection therewith) in all material respects pursuant to the provisions of the applicable Related Documents, true and complete copies of which have been delivered to Administrative Agent, and in compliance, in all material respects, with all applicable Requirements of Law.

(d)Second Lien Notes.  The Obligations constitute [“First Lien Obligations”] under and as defined in the Indenture.  No other Indebtedness qualifies as, or has been designated

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as, [“First Lien Obligations”] under the Indenture and no Indebtedness other than the Obligations is included in the definition of [“Credit Facilities”] under the Indenture.

Section 4.3Ownership of Group Members.  Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Loan Party, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower or Holdings.  All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of Holdings, is owned beneficially and of record by a Loan Party (or, in the case of Oncure, by Holdings) free and clear of all Liens other than the security interests created by the Loan Documents and the Second Lien Notes Documents.  There are no Stock Equivalents with respect to the Stock of any Loan Party (other than Holdings) and, as of the Closing Date, except as set forth on Schedule 4.3, there are no Stock Equivalents with respect to the Stock of Holdings.  There are no Contractual Obligations or other understandings to which any Loan Party is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Loan Party or any such Subsidiary or joint venture.  Schedule 4.3 contains an accurate list of all Unconsolidated Operating Entities, setting forth their respective jurisdictions of organization and the percentage of their fully-diluted ownership of the equity securities owned by the Loan Party identified therein.  All of the issued and outstanding equity securities of such Unconsolidated Operating Entities owned by the Loan Parties have been duly authorized, validly issued, fully paid, and nonassessable.

Section 4.4Financial Statements.  (a) Each of (i) the audited Consolidated balance sheet of Holdings as at December 31, 2009 and the related Consolidated statements of income, retained earnings and cash flows of Holdings for the Fiscal Year then ended, certified by Ernst & Young LLP, and (ii) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited Consolidated balance sheets of Holdings as at February 28, 2010 and the related Consolidated statements of income, retained earnings and cash flows of Holdings for the two (2) months then ended, copies of each of which have been furnished to the Administrative Agent, fairly present in all material respects the Consolidated financial position, results of operations and cash flow of Holdings as at the dates indicated and for the periods indicated in accordance with GAAP.

(b)On the Closing Date, (i) none of Holdings or its Subsidiaries has any material liability or other obligation (including Indebtedness, Guaranty Obligations, contingent liabilities and liabilities for taxes, long-term leases and unusual forward or long-term commitments) that is not reflected in the Financial Statements referred to in clause (a) above or in the notes thereto and not otherwise permitted by this Agreement and (ii) since the date of the unaudited Financial Statements referenced in clause (a)(ii) above, there has been no Sale of any material property of Holdings and its Subsidiaries and no purchase or other acquisition of any material property.

(c)The Initial Projections have been prepared by the Borrower in light of the past operations of the business of the Holdings and its Subsidiaries and reflect projections for the 5 year period beginning on January 1, 2010 on a quarterly basis for the first year and on a year-by-year basis thereafter.  As of the Closing Date, the Initial Projections are based upon estimates

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and assumptions stated therein, all of which the Borrower believes to be reasonable and fair in light of conditions and facts known to the Borrower as of the Closing Date and reflect the good faith, reasonable and fair estimates by the Borrower of the future Consolidated financial performance of Holdings and the other information projected therein for the periods set forth therein.

(d)The unaudited Consolidated balance sheet of Holdings (the “Pro Forma Balance Sheet”) delivered to the Administrative Agent prior to the date hereof, has been prepared as of December 31, 2009 and reflects as of such date, on a Pro Forma Basis for the Related Transactions and the other transactions contemplated herein to occur on the Closing Date, the Consolidated financial condition of Holdings, and the assumptions expressed therein are reasonable based on the information available to Holdings and the Borrower at such date and on the Closing Date.

Section 4.5Material Adverse Effect.  Since December 31, 2009, there have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect.

Section 4.6Solvency.  Both before and after giving effect to (a) the Loans and Letters of Credit made or Issued on or prior to the date this representation and warranty is made, (b) the disbursement of the proceeds of such Loans, (c) the consummation of the Related Transactions and (d) the payment and accrual of all transaction costs in connection with the foregoing, and after taking into account the rights of contribution set forth in this Agreement and the other Loan Documents, both the Loan Parties taken as a whole and Oncure, individually, is Solvent.

Section 4.7Litigation.  Except as set forth on Schedule 4.7, there are no pending (or, to the knowledge of any Loan Party, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting the Borrower or any other Loan Party with, by or before any Governmental Authority other than those that cannot reasonably be expected to draw into question the validity of any of the Loan Documents, the Letters of Credit or the Related Documents, the Related Transactions and the other transactions contemplated therein and would not, in the aggregate, have a Material Adverse Effect.

Section 4.8Taxes.  All material federal, state, local and foreign income and franchise and other tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or otherwise due and payable to a Governmental Authority have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP.  No state or federal tax Lien has been filed in connection with any such contested taxes, except for Liens that have been stayed or specifically subordinated (whether expressly or by Requirement of Law) to the Lien of the Administrative Agent.   Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable

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Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.

Section 4.9Margin Regulations.  The Borrower is not engaged in the business of extending credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board.

Section 4.10No Burdensome Obligations; No Defaults.  No Loan Party is a party to any Contractual Obligation, no Loan Party has Constituent Documents containing obligations, and, to the knowledge of any Loan Party, there are no applicable Requirements of Law, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect.  Except as set forth on Schedule 4.10, no Loan Party (and, to the knowledge of each Loan Party, no other party thereto) is in default under or with respect to any Contractual Obligation of any Loan Party, other than those that would not, in the aggregate, have a Material Adverse Effect.

Section 4.11Investment Company Act; Public Utility Holding Company Act.  No Group Member is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940.

Section 4.12Labor Matters.  There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Loan Party, threatened) against or involving any Loan Party, except, for those that would not, in the aggregate, have a Material Adverse Effect.  Except as set forth on Schedule 4.12, as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Loan Party, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Loan Party and (c) no such representative has sought certification or recognition with respect to any employee of any Loan Party.

Section 4.13ERISA.  Schedule 4.13 sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans.  Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies.  Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Loan Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Loan Party incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur.  On the Closing Date, no ERISA Event has occurred in connection with which material obligations and liabilities (contingent or otherwise) remain outstanding.  All contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required to be made by any Loan Party or any other member of the

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Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable Requirement of Law; no Loan Party nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Plan, incurred any Withdrawal Liability with respect to any such plan or received notice of any claim or demand for Withdrawal Liability or partial Withdrawal Liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan, and no Loan Party nor any member of the Controlled Group has received any notice that any Multiemployer Plan is in reorganization, that increased contributions to any such plan may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

Section 4.14Environmental Matters.  Except as set forth on Schedule 4.14, (a) the operations of each Loan Party are, and have been for the prior three (3) years, in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not have a reasonable likelihood of resulting in Material Environmental Liabilities, (b) no Loan Party is party to, and no Loan Party and no real property currently (or to the knowledge of any Loan Party previously) owned, leased, subleased, operated or otherwise occupied by or for any Loan Party is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Loan Party, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice under or pursuant to any Environmental Law other than those that, in the aggregate, are not reasonably likely to result in Material Environmental Liabilities, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Loan Party and, to the knowledge of any Loan Party, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property, (d) no Loan Party has caused or suffered to occur a Release of Hazardous Materials at, to or from any real property of any Loan Party and each such real property is free of contamination by any Hazardous Materials except for such Release or contamination that could not reasonably be expected to result, in the aggregate, in Material Environmental Liabilities, (e) no Loan Party (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (ii) knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or similar Environmental Laws, that, in the aggregate, would have a reasonable likelihood of resulting in Material Environmental Liabilities and (f) each Loan Party has made available to the Administrative Agent copies of all existing environmental reports, reviews and audits and all documents pertaining to actual or potential Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents are in their possession, custody or control.

Section 4.15Intellectual Property.  Each Loan Party owns or licenses all Intellectual Property that that is material to the condition (financial or other), business or operations of such Loan Party.  To the knowledge of each Loan Party, (a) the conduct and operations of the businesses of each Group Member does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Group Member in, or relating to, any Intellectual

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Property, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and would not, in the aggregate, have a Material Adverse Effect.  In addition, (x) there are no pending (or, to the knowledge of any Loan Party, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Loan Party with respect to, (y) no judgment or order regarding any such claim has been rendered by any competent Governmental Authority, no settlement agreement or similar Contractual Obligation has been entered into by any Loan Party, with respect to and (z) no Loan Party knows or has any reason to know of any valid basis for any claim based on, any such infringement, misappropriation, dilution, violation or impairment or contest, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and would not, in the aggregate, have a Material Adverse Effect.

Section 4.16Title; Real Property.  (a)  Each Loan Party has good and marketable fee simple title to all material owned real property and valid leasehold interests in all material leased real property, and owns all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent balance sheet contained in the Financial Statements delivered by the Borrower, and none of such property is subject to any Lien except Permitted Liens.

(b)Set forth on Schedule 4.16 is, as of the Closing Date, (i) a complete and accurate list of all real property owned in fee simple by any Loan Party or in which any Loan Party owns a leasehold interest setting forth, for each such real property, the current street address (including, where applicable, county, state and other relevant jurisdictions), the record owner thereof and, where applicable, each lessee and sublessee thereof and (ii) any lease, sublease, license or sublicense of such real property by any Loan Party.

Section 4.17Full Disclosure.  The information prepared or furnished by or on behalf of any Loan Party in connection with any Loan Document or Related Document (including the information contained in any Financial Statement or Disclosure Document) or the consummation of any Related Transaction or any other transaction contemplated therein, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances when made, not misleading; provided, however, that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount.  All projections that are part of such information (including those set forth in any Projections delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein.

Section 4.18Patriot Act.  No Group Member (and, to the knowledge of each Group Member, no joint venture or subsidiary thereof) is in violation in any material respects of any United States Requirements of Law relating to terrorism, sanctions or money laundering (the “Anti-Terrorism Laws”), including the United States Executive Order No. 13224 on Terrorist Financing (the “Anti-Terrorism Order”) and the Patriot Act.

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Section 4.19Management Services Agreements.  The Loan Parties have made available to Administrative Agent complete copies of the each Management Services Agreement including all schedules, exhibits and disclosure letters referred to therein or delivered pursuant thereto, if any, and all amendments thereto, waivers relating thereto and other side letters or written agreements affecting the term thereof.  None of such agreements and documents has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or agreement which has heretofore been made available to Administrative Agent.  Borrowers shall at all times render services at the Licensed Locations solely pursuant to a Management Services Agreement and in accordance in all material respects with the terms thereof.  The provisions of the Management Agreements describe procedures that are in accordance, and do not restrict the parties thereto from compliance, with the Medicare “anti-assignment” provisions, as set forth in 42 U.S.C. 1395u(b)(6).  The Management Services Agreements provide for the Borrower party thereto to perform administrative and support services to Professional Services Providers that are in accordance with “corporate practice of medicine” or similar Requirements of Law that are in effect in each state where a Licensed Location is located.

Section 4.20Insurance.  As of the Closing Date, the insurance maintained by the Loan Parties is in full force and effect.  The Loan Parties are insured by financially sound and reputable insurers and such insurance is in amounts and covering such risks and liabilities as are in accordance with normal and prudent industry practice.

Section 4.21Representations and Warranties Pertaining to Licensed Locations.  (a)  No Borrower is in violation of any Health Care Laws, except where any such violation would not have a Material Adverse Healthcare Effect;

(b)Neither Borrower nor any Affiliate of Borrower has ever owned or operated a health care facility (including, without limitation, any Licensed Location) that has experienced a Material Adverse Healthcare Effect at any time while it was under the ownership or operation of Borrower or an Affiliate;

(c)All Healthcare Permits that are issued to Borrower are valid and in full force and effect and each Borrower is in compliance with the terms and conditions of all such Healthcare Permits except where failure to be in such compliance or for a Healthcare Permit to be valid and in full force and effect would not have a Material Adverse Healthcare Effect;

(d)Each Borrower has the requisite provider number or other Healthcare Permit to bill the Medicare program (to the extent such entity participates in the Medicare program), the respective Medicaid program in the state or states in which such entity operates (to the extent such entity participates in the Medicaid program in such state or states) except where the failure to have such Healthcare Permit would not have a Material Adverse Healthcare Effect; and

(e)If (i) any Borrower is or becomes a “covered entity” within the meaning of HIPAA, or (ii) any Borrower is or becomes subject to the “Administrative Simplification” provisions of HIPAA, each Borrower is HIPAA Compliant.

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ARTICLE 5

FINANCIAL COVENANTS

Each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Commitment remains outstanding:

Section 5.1Maximum First Lien Leverage Ratio.  Holdings shall not have, on the last day of each Fiscal Quarter set forth below, a Consolidated First Lien Leverage Ratio greater than the maximum ratio set forth opposite such Fiscal Quarter:

FISCAL QUARTER ENDING	MAXIMUM CONSOLIDATED FIRST LIEN LEVERAGE RATIO
June 30, 2010 and the last day of each Fiscal Quarter thereafter	1.5 to 1.0

Section 5.2Reserved.

Section 5.3Minimum Consolidated Fixed Charge Coverage Ratio.  Holdings shall not have, on the last day of each Fiscal Quarter, a Consolidated Fixed Charge Coverage Ratio for the 4 Fiscal Quarter period ending on such day less than 1.0 to 1.0; provided that Holdings shall be required to demonstrate compliance with this covenant only to the extent the Revolving Credit Outstandings exceed $0 on the last day of a Fiscal Quarter.

Section 5.4Reserved.

ARTICLE 6

REPORTING COVENANTS

Each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Commitment remains outstanding:

Section 6.1Financial Statements.  The Borrower Representative shall deliver to the Administrative Agent each of the following:

(a)Monthly Reports.  As soon as available, and in any event within 45 days after the end of each fiscal month, the Consolidated unaudited balance sheet of Oncure as of the close of such fiscal month and related Consolidated statements of income for such fiscal month and that portion of the Fiscal Year ending as of the close of such fiscal month, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year, in each case certified by a Responsible Officer of the Borrower Representative as fairly presenting in all material respects the Consolidated financial position and results of operations of Oncure as at the

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dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and audit and normal year-end adjustments).

(b)           Quarterly Reports.  As soon as available, and in any event within 45 days after the end of each Fiscal Quarter of each Fiscal Year, the Consolidated unaudited balance sheet of Holdings as of the close of such Fiscal Quarter and related Consolidated statements of income and cash flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and the figures contained in the latest Projections, in each case certified by a Responsible Officer of the Borrower Representative as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of Holdings as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and audit and normal year-end adjustments).

(c)           Annual Reports.  As soon as available, and in any event within 95 days after the end of each Fiscal Year, the Consolidated balance sheet of Holdings as of the end of such year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with a certification by the Group Members’ Accountants that (i) such Consolidated Financial Statements have been prepared in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification and (ii) in the course of the regular audit of the businesses of the Group Members, which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such Group Members’ Accountants have obtained no knowledge that a Default in respect of any financial covenant contained in Article 5 is continuing or, if in the opinion of the Group Members’ Accountants such a Default is continuing, a statement as to the nature thereof.

(d)           Compliance Certificate.  Together with each delivery of any Financial Statement pursuant to clause (b) or (c) above, a Compliance Certificate duly executed by a Responsible Officer of the Borrower Representative that, among other things, (i) demonstrates compliance with each financial covenant contained in Article 5 that is tested at least on a quarterly basis and (ii) states that no Default is continuing as of the date of delivery of such Compliance Certificate or, if a Default is continuing, states the nature thereof and the action that the Borrower proposes to take with respect thereto.

(e)           Corporate Chart and Other Collateral Updates.  As part of the Compliance Certificate delivered pursuant to clause (d) above, each in form and substance satisfactory to the Administrative Agent, a certificate by a Responsible Officer of the Borrower that (i) the Corporate Chart attached thereto (or the last Corporate Chart delivered pursuant to this clause (e)) is correct and complete as of the date of such Compliance Certificate, (ii) the Loan Parties have delivered all documents (including updated schedules as to locations of Collateral and acquisition of Intellectual Property or real property) they are required to deliver pursuant to any Loan Document on or prior to the date of delivery of such Compliance Certificate and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Group Member or any Subsidiary or joint venture (including an

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Unconsolidated Operating Entity) thereof on or prior to the date of delivery of such Compliance Certificate have been delivered to the Administrative Agent or are attached to such certificate.

(f)            Additional Projections.  As soon as available and in any event not later than 30 days after the end of each Fiscal Year, (i) the annual business plan of the Group Members for the Fiscal Year next succeeding such Fiscal Year and (ii) forecasts prepared in connection with such annual business plan by management of the Borrower for each Fiscal Quarter in such next succeeding Fiscal Year, in each case including in such forecasts (x) a projected year-end Consolidated balance sheet, income statement and statement of cash flows, and (y) a statement of all of the material assumptions on which such forecasts are based.

(g)           Management Discussion and Analysis.  Together with each delivery of any Compliance Certificate pursuant to clause (d) above, a discussion and analysis of the financial condition and results of operations of the Group Members for the portion of the Fiscal Year then elapsed and discussing the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous Fiscal Year.

(h)           Reserved.

(i)            Audit Reports, Management Letters, Etc.  Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, copies of each management letter, audit report or similar letter or report received by any Loan Party from any independent registered certified public accountant (including the Group Members’ Accountants) in connection with such Financial Statements or any audit thereof, each certified to be complete and correct copies by a Responsible Officer of the Borrower Representative as part of the Compliance Certificate delivered in connection with such Financial Statements.

(j)            Insurance.  Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, a summary of all material insurance coverage maintained as of the date thereof by any Group Member, together with such other related documents and information as the Administrative Agent may reasonably require.

(k)           Acquisition Purchase Price Adjustments.  Promptly upon such information becoming available, a summary of all purchase price and other monetary adjustments that are made in connection with any Permitted Acquisition, to the extent any such adjustment or series of adjustments made exceeds $1,000,000.

Section 6.2             Other Events.  The Borrower shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly after any Responsible Officer of any Loan Party knows or has reason to know of it: (a)(i) any Default, (ii) any notices received from any agent or trustee under the Second Lien Notes Documents and any request by and party thereto for any waiver, amendment or modification of any of the terms thereof, and (iii) any event that would have a Material Adverse Effect or Material Adverse Healthcare Effect, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (b) any event (other than any event involving loss or damage to property) reasonably expected to result in a mandatory payment of the Obligations pursuant to Section 2.8, stating the material terms and

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conditions of such transaction and estimating the Net Cash Proceeds thereof, (c) the commencement of, or any material developments in, any action, investigation, suit, proceeding, audit, claim, demand, order or dispute with, by or before any Governmental Authority affecting any Loan Party or any property of any Loan Party that (i) seeks injunctive or similar relief, (ii) in the reasonable judgment of the Borrower, exposes any Loan Party to liability in an aggregate amount in excess of $500,000 or (iii) could reasonably be expected to have a Material Adverse Effect or a Material Adverse Healthcare Effect and (d) the acquisition of any material real property or the entering into any material lease.

Section 6.3             Copies of Notices and Reports.  The Borrower shall promptly deliver to the Administrative Agent copies of each of the following: (a) all reports that Holdings transmits to its security holders generally, (b) all documents that any Group Member files with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any securities exchange or any Governmental Authority exercising similar functions, (c) all press releases not made available directly to the general public concerning developments in the business of any Credit Party which could reasonably be expected to have a Material Adverse Effect, and (d) all documents transmitted or received pursuant to, or in connection with, any Related Document and (e) any material document transmitted or received pursuant to, or in connection with, any Contractual Obligation governing Indebtedness of any Group Member or Unconsolidated Operating Entity (but, in the case of an Unconsolidated Operating Entity that is not a Group Member, only to the extent received by Borrower or any other Loan Party).

Section 6.4             Taxes.  The Borrower shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly after any Responsible Officer of any Loan Party knows or has reason to know of it: (a) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (b) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect.

Section 6.5             Labor Matters.  The Borrower shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing), promptly after, and in any event within 30 days after any Responsible Officer of any Loan Party knows or has reason to know of it: (a) the commencement of any material labor dispute to which any Loan Party is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities and (b) the incurrence by any Loan Party of any Worker Adjustment and Retraining Notification Act or related or similar liability incurred with respect to the closing of any plant or other facility of any such Person (other than, in each case under this Section 6.5, those that would not, in the aggregate, have a Material Adverse Effect).

Section 6.6             ERISA Matters.  To the extent the Borrower maintains a Title IV Plan or a Multiemployer Plan, the Borrower shall give the Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (b) promptly, and in any event within 10 days, after any Responsible Officer of

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any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.

Section 6.7             Reserved.

Section 6.8             Other Information.  The Borrower shall provide the Administrative Agent with such other documents and information with respect to the business, property, condition (financial or otherwise), legal, financial or corporate or similar affairs or operations of any Loan Party or Unconsolidated Operating Entity as the Administrative Agent or such Lender through the Administrative Agent may from time to time reasonably request.

ARTICLE 7
AFFIRMATIVE COVENANTS

Each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Commitment remains outstanding:

Section 7.1             Maintenance of Corporate Existence.  Each Group Member shall (a) preserve and maintain its legal existence, except in the consummation of transactions expressly permitted by Sections 8.4 and 8.7, and (b) preserve and maintain it rights (charter and statutory), privileges franchises and Permits necessary or desirable in the conduct of its business, except, in the case of this clause (b), where the failure to do so would not, in the aggregate, have a Material Adverse Effect.

Section 7.2             Compliance with Laws, Etc.  Each Group Member shall comply with all applicable Requirements of Law, Contractual Obligations and Permits, except for such failures to comply that would not, in the aggregate, have a Material Adverse Effect.

Section 7.3             Payment of Obligations.  Each Group Member shall pay or discharge before they become delinquent (a) all material claims, taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other lawful claims that if unpaid would, by the operation of applicable Requirements of Law, become a Lien upon any property of any Group Member, except, in each case, (i) for those whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Group Member in accordance with GAAP or (ii) the nonpayment or nondischarge of which could not reasonably be expected to have a Material Adverse Effect.

Section 7.4             Maintenance of Property.  Each Group Member shall maintain and preserve (a) in good working order and condition all of its property necessary in the conduct of its business and (b) all rights, permits, licenses, approvals and privileges (including all Permits) necessary, used or useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or

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appropriate filings with, and give all required notices to, Government Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) above that would not, in the aggregate, have a Material Adverse Effect.

Section 7.5             Maintenance of Insurance.  Each Group Member shall (a) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of the Group Members (including policies of life, fire, theft, product liability, public liability, Flood Insurance, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance) with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Borrower) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Group Members and (b) cause all such insurance relating to any property or business of any Loan Party to name the Administrative Agent on behalf of the Secured Parties as additional insured or loss payee, as appropriate, and to provide that no cancellation, material reduction in amount or material change in coverage shall be effective until after 30 days’ notice thereof to the Administrative Agent.  Notwithstanding the requirement in subsection (a) above, Federal Flood Insurance shall not be required for (x) real property not located in a Special Flood Hazard Area, or (y) real property located in a Special Flood Hazard Area in a community that does not participate in the National Flood Insurance Program.  Without limiting the foregoing, if, after the Closing Date, the Loan Parties desire to provide commercial general liability coverage for the Group Members through an Affiliate of any Borrower, Administrative Agent agrees to work in good faith to permit such arrangement so long as Administrative Agent is satisfied in its good faith credit judgment with the scope of coverage provided by, and financial worthiness of, such Affiliate insurance provider, including without limitation, the amount of assets maintained by such Affiliate for the sole purpose of settling claims, the liability coverage limits, and the annual insurance premiums; provided, however, that nothing in this Section 7.5 shall be deemed to be advance consent by Administrative Agent or any Lender to any Group Member maintaining any policies of insurance with an Affiliate of the Borrower, as opposed to a third party insurance company or association.

Section 7.6             Keeping of Books.  The Loan Parties shall keep proper books of record and account, in which full, true and correct entries shall be made in accordance with GAAP and all other applicable Requirements of Law of all financial transactions and the assets and business of each Group Member.

Section 7.7             Access to Books and Property.  Each Group Member shall permit the Administrative Agent, the Lenders and any Related Person (but for any Lender and any Related Person of any Lender, at such Lender’s expense) of any of them, as often as reasonably requested, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member.  Each Group Member shall authorize their respective registered certified public

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accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders and their Related Persons and to disclose to the Administrative Agent, the Lenders and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member.  Notwithstanding anything to the contrary in this Section 7.7, other than during the continuance of an Event of Default, the Loan Parties shall be required to reimburse Administrative Agent for expenses incurred in connection with not more than one such visit or inspection per calendar year.

Section 7.8             Environmental.  Each Group Member shall comply with, and maintain its real property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect.  Without limiting the foregoing, if the Administrative Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Group Member or that there exist any Environmental Liabilities, in each case, that would have, in the aggregate, a Material Adverse Effect, then each Group Member shall, promptly upon receipt of request from the Administrative Agent, cause the performance of, and allow the Administrative Agent and its Related Persons access to such real property for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent may from time to time reasonably request.  Such audits, assessments and reports, to the extent not conducted by the Administrative Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent.

Section 7.9             Use of Proceeds.  The proceeds of the Loans shall be used by the Borrower (and, to the extent distributed to them by the Borrower Representative, each other Loan Party) solely (a) to consummate Permitted Acquisitions and (b) for working capital and general corporate and similar purposes.

Section 7.10           Additional Collateral and Guaranties.  To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries or Unconsolidated Operating Entities of any Loan Party after the Closing Date), each Loan Party shall, promptly, do each of the following, unless otherwise agreed by the Administrative Agent:

(a)           deliver to the Administrative Agent such modifications to the terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to ensure the following:

(i)            (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower, (B) each

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Wholly-Owned Subsidiary of any Loan Party, and (C) each Subsidiary of any Loan Party that is not a Wholly-Owned Subsidiary and each Unconsolidated Operating Entity, in each case to the extent the Borrower elects to have its aggregate Investment in such Subsidiary or Unconsolidated Operating Entity not limited pursuant to the terms of Section 8.3(g), shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower (provided that, at Administrative Agent’s sole option, each such Subsidiary and/or Unconsolidated Operating Entity shall join this Agreement and the other Loan Documents as a Borrower);

(ii)           each Loan Party (including any Person required to become a Guarantor or Borrower pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in all of its property, including all of its Stock and Stock Equivalents and other Securities (including Stock, Stock Equivalents and other Securities of an Unconsolidated Operating Entity held by such Loan Party), as security for the Obligations of such Loan Party;

provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary or (z) a security interest be required to be granted on any property of any Excluded Foreign Subsidiary as security for any Obligation; and provided, further, that Borrower shall use commercially reasonable efforts to satisfy the requirements set forth in this Section 7.10 with respect to Vidalia prior to the first day on which Vidalia operates after receipt of a Certificate of Need by the applicable Governmental Authority).

(b)           deliver to the Administrative Agent all documents representing all Stock, Stock Equivalents and other Securities pledged pursuant to the documents delivered pursuant to clause (a) above, together with undated powers or endorsements duly executed in blank;

(c)           to take all other actions necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent), including the filing of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law or as the Administrative Agent may otherwise reasonably request; and

(d)           deliver to the Administrative Agent legal opinions relating to the matters described in this Section 7.10, which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Administrative Agent.

Section 7.11           Deposit Accounts; Securities Accounts and Cash Collateral Accounts.  (a) Each Loan Party shall (i) deposit all of its cash in deposit accounts that are Controlled Deposit Accounts, provided, however, that each Loan Party may maintain zero-balance accounts

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for the purpose of managing local disbursements and may maintain payroll, withholding tax and other fiduciary accounts, (ii) deposit all of its Cash Equivalents in securities accounts that are Controlled Securities Accounts, in each case under clause (i) and clause (ii) except for cash and Cash Equivalents the aggregate value of which does not exceed $100,000 at any time.  Without limiting the generality of the foregoing, each Borrower shall enter into Control Agreements with respect to each [“Company Lockbox Account”], as such term is defined in each Management Services Agreement, without regard to the aggregate amount of funds on deposit in such Company Lockbox Account.

(b)           The Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any investment or income of any funds in any Cash Collateral Account.  From time to time after funds are deposited in any Cash Collateral Account, the Administrative Agent may apply funds then held in such Cash Collateral Account to the payment of Obligations in accordance with Section 2.12.  No Group Member and no Person claiming on behalf of or through any Group Member shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all Commitments and the payment in full of all Obligations and, in the case of L/C Cash Collateral Accounts, the termination of all outstanding Letters of Credit.

Section 7.12           Covenants Pertaining to Licensed Locations.  Each Loan Party will:

(a)           comply with all applicable Healthcare Laws relating to such Loan Party’s business operations, except to the extent that failure to so comply could not reasonably be expected to have a Material Adverse Healthcare Effect;

(b)           maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the business operations of such Loan Party, any and all Healthcare Permits necessary under applicable Healthcare Laws to carry on the business of such Loan Party as it is conducted on the Closing Date, except to the extent that failure to so comply could not reasonably be expected to have a Material Adverse Healthcare Effect;

(c)           not suffer or permit to occur any of the following:

(i)            any pledge or hypothecation of any Healthcare Permit issued to Borrower as collateral security for any indebtedness other than indebtedness to Lenders; or

(ii)           any rescission, withdrawal, revocation, amendment or modification of or other alteration to the nature, tenor or scope of any Healthcare Permit issued to Borrower without Administrative Agent’s prior written consent, except to the extent that such occurrence could not reasonably be expected to have a Material Adverse Healthcare Effect.

Section 7.13           Post-Closing Deliveries.  Each of Holdings and the Borrower shall, and shall cause each Subsidiary of the Borrower to, (a) deliver to the Administrative Agent each item set forth on Schedule 7.13 in form and substance reasonably satisfactory to the Administrative Agent and (b) perform each action set forth on Schedule 7.13 in a manner reasonably satisfactory

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to Administrative Agent, in each case (x) within the periods set forth opposite each such item or action on such Schedule and (y) unless otherwise agreed by the Administrative Agent and Required Lenders in respect of any such item or action.

Section 7.14           Management Services Agreements.  The Borrower shall at all times maintain a valid, perfected Lien (subject to no other Liens other than Liens in favor of Administrative Agent and Second Lien Agent) on all PC Collateral to secure the obligations of such Professional Services Provider to such Loan Party, and shall maintain a current UCC-1 financing statement on record with the appropriate jurisdiction sufficient to perfect such Lien.  Each Borrower shall cause all its rights and interests in each Management Services Agreement (including, without limitation, its right and interest in the PC Collateral) to be validly assigned to, and subject to the perfected Lien of, Administrative Agent, and shall assign of record the related UCC-1 financing statements to Administrative Agent.  Borrower shall promptly (but in no event more than ten (10) days after execution thereof) provide Administrative Agent with a copy of each Management Services Agreement entered into with a Professional Services Provider after the Closing Date.  Borrower shall promptly notify Administrative Agent upon knowledge that any Professional Services Provider has (or intends to) (i) changed the legal name or organizational identification number of such Professional Services Provider as it appears in official filings in the jurisdiction of its organization, (ii) changed the jurisdiction of incorporation or formation of such Professional Services Provider or designated any jurisdiction as an additional jurisdiction of incorporation for such Professional Services Provider, or changed the type of entity that it is, or (iii) changed its chief executive office or principal place of business.

Section 7.15           Reimbursement Reduction.  If CMS or any other Governmental Authority releases any news or official announcement, or otherwise takes immediate action, to make a material reduction in the amount of reimbursement that Borrower receives as part of its business for healthcare services rendered by any Borrower, or a Professional Services Provider that is party to a Management Services Agreement, then (i) Borrower Representative shall promptly, but in no event more than fifteen (15) Business Days after final published announcement by such Governmental Authority regarding such reduction, provide written notice to Administrative Agent, and (ii) upon request by the Administrative Agent or the Required Lenders, Borrower Representative shall conduct a meeting, within fifteen (15) Business Days after Administrative Agent or the Required Lenders makes such request, by conference call, at which shall be present a Responsible Officer and such other officers of the Credit Parties as may be requested to attend by the Administrative Agent, in each case using reasonable credit judgment, to discuss with Administrative Agent such reductions announced or made by CMS or any other Governmental Authority, the impact upon the performance and operations of the Group Members, and the financial condition of the Group Members.

ARTICLE 8
NEGATIVE COVENANTS

Each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Commitment remains outstanding:

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Section 8.1             Indebtedness.  No Group Member shall, directly or indirectly, incur or otherwise remain liable with respect to or responsible for, any Indebtedness except for the following:

(a)           the Obligations;

(b)           Indebtedness existing on the date hereof and set forth on Schedule 8.1, together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (b);

(c)           Indebtedness consisting of Capitalized Lease Obligations (other than with respect to a lease entered into as part of a Sale and Leaseback Transaction) and purchase money Indebtedness, in each case incurred by any Group Member (other than Holdings) to finance the acquisition, repair, improvement or construction of fixed or capital assets of such Group Member, together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (c); provided, however, that the aggregate outstanding principal amount of all such Indebtedness does not exceed, at any time, the lesser of (i) $7,500,000 and (ii) three percent (3%) of [“Total Assets”] as defined in and calculated in accordance with the applicable provisions of the Indenture.

(d)           Capitalized Lease Obligations arising under Sale and Leaseback Transactions permitted hereunder in reliance upon Section 8.4(b)(ii);

(e)           intercompany loans owing to any Group Member and constituting Permitted Investments of such Group Member;

(f)            obligations under other Hedging Agreements entered into for the sole purpose of hedging in the normal course of business and consistent with industry practices;

(g)           Guaranty Obligations of any Group Member with respect to Indebtedness of any Group Member other than Holdings (other than Indebtedness permitted hereunder in reliance upon clause (b) or (c) above or clause (l) below, for which Guaranty Obligations may be permitted to the extent set forth in such clauses);

(h)           Second Lien Debt, subject to the restrictions set forth in the Intercreditor Agreement; provided, however, that the aggregate outstanding principal amount of all such Indebtedness shall not the [“Maximum Second Lien Principal Amount”] as such term is defined in the Intercreditor Agreement, at any time;

(i)            Indebtedness incurred in connection with a Permitted Acquisition (either in the form of seller notes, or otherwise), in an aggregate amount (together with any Indebtedness incurred pursuant to Section 5.1(j)) not to exceed 20% of the total purchase price paid in connection with such Permitted Acquisition; provided that such Indebtedness is subordinated to the Obligations in a manner satisfactory to Administrative Agent unless otherwise consented to by the Required Lenders;

(j)            Indebtedness of consisting of earn-outs or similar payment obligations in connection with a Permitted Acquisition (together with any Indebtedness incurred pursuant to

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Section 5.1(i)) not to exceed 20% of the total purchase price paid in connection with such Permitted Acquisition;

(k)           Indebtedness of consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with an Asset Sale not to exceed 20% of the total purchase price paid in connection with such Asset Sale;

(l)            Indebtedness of a Subsidiary of the Borrower assumed by such Subsidiary in connection with any Permitted Acquisition (or if such Subsidiary is acquired as part of such Permitted Acquisition, existing prior thereto), in an aggregate principal amount outstanding not exceeding $2,500,000 at any time together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (l); provided, however that such Indebtedness (i) exists at the time of such Permitted Acquisition at least in the amounts assumed in connection therewith and (ii) is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition on or after the consummation thereof and no Group Member (other than such Person that becomes a Subsidiary as part of the Permitted Acquisition) shall provide any credit support therefor,

(m)          Indebtedness consisting of financing of insurance premiums in the ordinary course of business;

(n)           Indebtedness consisting of amounts payable by any Borrower to a Professional Services Provider in accordance with the terms of a Management Services Agreement;

(o)           Indebtedness constituting Investments permitted by Section 8.3; and

(p)           any unsecured Indebtedness of any Group Member; provided, however, that the aggregate outstanding principal amount of all such unsecured Indebtedness shall not exceed $500,000 at any time.

Section 8.2             Liens.  No Group Member shall incur, maintain or otherwise suffer to exist any Lien upon or with respect to any of its property, whether now owned or hereafter acquired, or assign any right to receive income or profits, except for the following:

(a)           Liens created pursuant to any Loan Document;

(b)           Customary Permitted Liens of Group Members;

(c)           Liens existing on the date hereof and set forth on Schedule 8.2;

(d)           Liens on the property of the Borrower or any of its Subsidiaries securing Indebtedness permitted hereunder in reliance upon Section 8.1(c); provided, however, that (i) such Liens exist prior to the acquisition of, or attach substantially simultaneously with, or within 90 days after, the acquisition, repair, improvement or construction of, such property financed, whether directly or through a Permitted Refinancing, by such Indebtedness and (ii) such Liens do not extend to any property of any Group Member other than the property (and

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proceeds thereof) acquired or built, or the improvements or repairs, financed, whether directly or through a Permitted Refinancing, by such Indebtedness;

(e)           any Lien securing Indebtedness permitted pursuant to Section 8.1(j); provided, however that such Lien exists at the time of the Permitted Acquisition relating to such Indebtedness and is not created in contemplation of or in connection with such Permitted Acquisition;

(f)            Liens on the property of the Borrower or any of its Subsidiaries securing the Permitted Refinancing of any Indebtedness secured by any Lien on such property permitted hereunder in reliance upon clause (c), (d), (e) above or this clause (f) without any change in the property subject to such Liens;

(g)           Liens pursuant to the Second Lien Notes Documents so long as such Liens are subject to the Intercreditor Agreement; and

(h)           Liens on any property of the Borrower or any of its Subsidiaries securing any of their Indebtedness or their other liabilities; provided, however, that the aggregate outstanding principal amount of all such Indebtedness and other liabilities shall not exceed $2,000,000 at any time.

Section 8.3             Investments.  No Group Member shall make or maintain, directly or indirectly, any Investment except for the following:

(a)           Investments existing on the date hereof and set forth on Schedule 8.3;

(b)           Investments in cash and Cash Equivalents;

(c)           (i) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (ii) extensions of trade credit (other than to Affiliates of the Borrower) arising or acquired in the ordinary course of business and (iii) Investments received in settlements in the ordinary course of business of such extensions of trade credit;

(d)           Investments made as part of a Permitted Acquisition;

(e)           Investments by (i) Holdings in the Borrower, (ii) any Loan Party (other than Holdings) in any other Loan Party (other than Holdings), or (iii) any Group Member that is not a Loan Party in any Group Member (other than Holdings) or in any joint venture; provided, further, that any Investment in de novo entities using Loan proceeds shall be limited to $5,000,000 in the aggregate annually, or such greater amount as may be agreed to in writing by Required Lenders; and provided, further, that any Investment consisting of loans or advances to any Loan Party pursuant to clause (iii) above shall be subordinated in full to the payment of the Obligations of such Loan Party on terms and conditions satisfactory to the Administrative Agent;

(f)            loans or advances to employees of the Borrower or any of its Subsidiaries to finance travel, entertainment and relocation expenses and other ordinary business purposes in the ordinary course of business as presently conducted; provided, however, that the aggregate

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outstanding principal amount of all loans and advances permitted pursuant to this clause (f) shall not exceed $500,000 at any time;

(g)           Investments by an Borrower in the Stock of any Subsidiaries or Unconsolidated Operating Entities formed or organized by with another Person on or after the Closing Date (each such Person, a “JV Participant”) in connection with a joint venture so long as each of the following conditions are satisfied: (A) the Borrower that is party to such joint venture has pledged to Administrative Agent all of the outstanding Stock of any such Subsidiary or Unconsolidated Operating Entity held by such Borrower; (B) the Borrower has complied with, and caused such newly formed Subsidiary or Unconsolidated Operating Entity to comply with, the provisions of Section 7.10; and (C) such JV Participant has pledged to Administrative Agent all of the outstanding Stock of any such Subsidiary or Unconsolidated Operating Entity held by such JV Participant; provided, however, that, if subparts (B) and/or (C) of this clause (g) are not satisfied, so long as the Borrower has pledged to Administrative Agent all of the outstanding stock of any such joint venture Subsidiary or Unconsolidated Operating Entity held by the Borrower, such Investment described in this clause (g) shall be permitted but the aggregate outstanding amount of all such Investments permitted pursuant to this clause (g) in reliance on this proviso shall not exceed $5,000,000 per joint venture and $10,000,000 in the aggregate during the term hereof;

(h)           bank deposits established in compliance with Section 7.11;

(i)            Investments in securities of account debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors;

(j)            Investments in securities of purchasers received in connection with an Asset Disposition permitted by Section 8.4;

(k)           Investments in the form of Hedging Agreements entered into for the sole purpose of hedging in the normal course of business and consistent with industry practices, so long as no Event of Default existed at the time such Hedging Agreements were entered into;

(l)            loans and advances made by any Borrower to physician practices that are parties to Management Services Agreements in connection with physician recruitment efforts of such practices in an aggregate principal amount not to exceed $4,200,000 at any time outstanding; provided, however, that upon the request of Administrative Agent at any time, any such loans or advances shall be evidenced by promissory notes and the sole originally executed counterparts thereof shall be pledged and delivered to Administrative Agent, for the benefit of Administrative Agent and Lenders, as security for the obligations; and

(m)          any Investment by the Borrower or any of its Subsidiaries; provided, however, that the aggregate outstanding amount of all such Investments shall not exceed $500,000 at any time.

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Section 8.4             Asset Sales.  No Group Member shall Sell any of its property (other than cash) or issue shares of its own Stock, except for the following:

(a)           In each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of the Borrower, (i) Sales of Cash Equivalents, inventory or property that has become damaged, obsolete or worn out or is no longer useful in the business, (ii) non-exclusive licenses of Intellectual Property, and (iii) leases, subleases, licenses or sublicenses of property by any Loan Party in the ordinary course of business that do not materially interfere with the business of the Borrower;

(b)           (i) any Sale of any property (other than their own Stock or Stock Equivalents) by any Group Member (other than Holdings) to any other Group Member (other than Holdings) to the extent any resulting Investment constitutes a Permitted Investment, (ii) any Restricted Payment by any Group Member (other than Holdings) permitted pursuant to Section 8.5 and (iii) any distribution by Holdings of the proceeds of Restricted Payments from any other Group Member to the extent permitted in Section 8.5;

(c)           (i) any Sale or issuance by Holdings of its own Stock, (ii) any Sale or issuance by the Borrower of its own Stock to Holdings, (iii) any Sale or issuance by any Subsidiary of the Borrower of its own Stock to any Group Member (other than Holdings), provided, however, that the proportion of such Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the Loan Parties (other than Holdings), taken as a whole, does not change as a result of such Sale or issuance and (iv) to the extent necessary to satisfy any Requirement of Law in the jurisdiction of incorporation of any Subsidiary of the Borrower, any Sale or issuance by such Subsidiary of its own Stock constituting directors’ qualifying shares or nominal holdings; and

(d)           as long as no Default is continuing or would result therefrom, any Sale of property (other than as part of a Sale and Leaseback Transaction) of any Group Member (other than Holdings) for fair market value payable in cash upon such sale; provided, however, that (A) the aggregate consideration received for any Sale shall not exceed $500,000 and the aggregate consideration during any Fiscal Year for all such Sales shall not exceed $1,000,000 and (B) a Subsidiary does not become an Unconsolidated Operating Entity as a result of such Asset Sale; and

(e)           any lease, license, transfer or assignment of property among Loan Parties in connection with a Management Services Agreement.

Section 8.5             Restricted Payments.  No Group Member (other than Holdings) shall directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment except for the following (and Holdings shall not use the proceeds of any Restricted Payment made in reliance under clause (c) below other than as set forth in such clause (c)):

(a)           (i) Restricted Payments (A) by any Group Member (other than Holdings) that is a Loan Party to any Loan Party other than Holdings and (B) by any Group Member that is not a Loan Party to any Group Member other than Holdings and (ii) dividends and distributions

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by any Subsidiary of the Borrower that is not a Loan Party to any holder of its Stock, to the extent made to all such holders ratably according to their ownership interests in such Stock;

(b)           dividends and distributions declared and paid on the common Stock of any Group Member (other than Holdings) ratably to the holders of such common Stock and payable only in common Stock of such Group Member; and

(c)           cash dividends on the Stock of the Borrower to Holdings paid and declared solely for the purpose of funding the following:

(i)            payments by Holdings in respect of taxes owing by Holdings in respect of the other Group Members;

(ii)           ordinary operating expenses of Holdings;

(iii)          the redemption, purchase or other acquisition or retirement for value by Holdings of its common Stock (or Stock Equivalents with respect to its common Stock) (a) from any present or former employee, director or officer (or the assigns, estate, heirs or current or former spouses thereof) of any Group Member upon the death, disability or termination of employment of such employee, director or officer; provided, however, that the amount of such cash dividends paid in any Fiscal Year shall not exceed $2,500,000 in the aggregate or (b) from any other Person; provided, however, that the amount of such cash dividends paid in any Fiscal Year in reliance upon this clause (b) shall not exceed $7,500,000 in the aggregate;

(iv)          scheduled payments of interest by Holdings on the Second Lien Debt in accordance with the terms of the Second Lien Notes Documents, but only to the extent permitted by the terms of the Intercreditor Agreement.

provided, however, that no action that would otherwise be permitted hereunder in reliance upon this clause (c) (other than clause (i) or (ii) above) shall be permitted if (A) an Event of Default is then continuing or would result therefrom or (B) such action is otherwise prohibited under any Loan Document or under the terms of any Indebtedness (other than the Obligations) of any Group Member.

Section 8.6             Prepayment of Indebtedness.  No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness or Genstar Fee, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness or Genstar Fee; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following:

(a)           (i) prepay the Obligations, (ii) consummate a Permitted Refinancing, and (iii) prepay in full on the Closing Date Indebtedness owing under the Existing Credit Agreement and the Existing Note Purchase Agreement;

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(b)           prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity date thereof (or set apart any property for such purpose) (A) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member (other than Holdings) and (B) otherwise, any Indebtedness owing to any Loan Party (other than Holdings);

(c)           make regularly scheduled or otherwise required repayments or redemptions of Subordinated Debt (other than Indebtedness owing to any Affiliate of the Borrower) but only to the extent permitted by the subordination provisions thereof;

(d)           make regularly scheduled or otherwise required repayments or redemptions of Second Lien Debt (but no voluntary prepayments or redemptions) but only to the extent that, after giving effect to such proposed repayment or redemption, the sum of (i) cash and Cash Equivalents of the Borrower that are (A) owned by such Person, (B) not subject to any Lien other than a Lien in favor of Administrative Agent and Liens securing the Second Lien Debt, and (C) not pledged to or held by Administrative Agent to secure a specified Obligation plus (ii) the difference between the Revolving Credit Commitment and Revolving Credit Outstandings is at least $15,000,000 (as demonstrated to Administrative Agent’s reasonable satisfaction prior to making such repayment or redemption);

(e)           pay Genstar Fees pursuant to, and in accordance with, the Genstar Advisory Services Agreement and the subordination agreement entered into in connection therewith, as long as (except for indemnities and reimbursement of reasonable out-of-pocket fees and expenses) (i) the Genstar Advisory Services Agreement shall remain in full force and effect and (ii) no Event of Default is continuing and none would result therefrom; provided, however that if the Borrower is not permitted to pay any Genstar Fee hereunder solely because of the occurrence of any Event of Default, the Borrower shall be permitted to make such payment as soon as no Event of Default shall be continuing;

(f)            make any voluntary prepayments of any Indebtedness (other than the Subordinated Debt, the Second Lien Debt and the Genstar Fees or any Indebtedness owing to any Affiliate of the Borrower) but only to the extent that, after giving effect to such prepayment, the Consolidated First Lien Leverage Ratio (recomputed for the last fiscal quarter for which financial statements are available as if such prepayment had been made during such quarter) for Holdings is at least 1.25 to 1.00.

Section 8.7             Fundamental Changes.  No Group Member shall (a) merge, consolidate or amalgamate with any Person, (b) acquire all or substantially all of the Stock or Stock Equivalents of any Person or (c) acquire any brand or all or substantially all of the assets of any Person or all or substantially all of the assets constituting any line of business, division, branch, operating division or other unit operation of any Person, in each case except for the following: (w) to consummate any Permitted Acquisition, (x) the merger, consolidation or amalgamation of any Subsidiary of the Borrower into any Loan Party, (y) the merger, consolidation or amalgamation of any Subsidiary of the Borrower that is not a Wholly Owned Subsidiary and not a Loan Party into any other Subsidiary of the Borrower that is not a Wholly Owned Subsidiary and not a Loan Party and (z) the merger, consolidation or amalgamation of any Group Member (other than Holdings) for the sole purpose, and with the sole material effect, of changing its State of

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organization within the United States; provided, however, that (A) in the case of any merger, consolidation or amalgamation involving the Borrower, except as expressly permitted in the definition of “Proposed Acquisition,” the Borrower shall be the surviving Person, (B) in the case of any merger, consolidation or amalgamation involving any other Loan Party, except as expressly permitted in the definition of “Proposed Acquisition,” a Loan Party shall be the surviving corporation, and (C) in the case of any merger, consolidation or amalgamation involving any Group Member or Unconsolidated Operating Entity, all actions required to maintain the perfection of the Lien of the Administrative Agent on the Stock or property of such Loan Party shall have been made.

Section 8.8             Change in Nature of Business.  (a) No Group Member (other than Holdings) shall carry on any business, operations or activities (whether directly, through a joint venture, in connection with a Permitted Acquisition or otherwise) substantially different from those carried on by the Borrower and its Subsidiaries at the date hereof and business, operations and activities reasonably related thereto.

(b)           Holdings shall not engage in any business, operations or activity, or hold any property, other than (i) holding Stock and Stock Equivalents of Oncure, (ii) issuing, selling and redeeming its own Stock, (ii) paying taxes, (iii) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its separate corporate or other legal structure, (iv) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stock and Stock Equivalents, (v) receiving, and holding proceeds of, Restricted Payments from the Borrower and its Subsidiaries and distributing the proceeds thereof to the extent permitted in Section 8.5, and (vi) consummating any Permitted Acquisition, but only to the extent such assets and Stock acquired as part of such Permitted Acquisition are transferred to the Borrower or any Subsidiary of the Borrower that is a Loan Party contemporaneously with such acquisition.  Without limiting the generality of the foregoing, Holdings shall not enter into or permit to exist any transaction or agreement (including any agreement for the incurrence or assumption of Indebtedness, any purchase, sale, lease or exchange of any property or the rendering of any service), between itself and any other Person, other than the Loan Documents, the Second Lien Notes Documents, with respect to its own Stock and in connection with a Permitted Acquisition (subject to the limitations set forth in this clause (b).

Section 8.9             Transactions with Affiliates.  No Group Member shall, except as otherwise expressly permitted herein, enter into any other transaction directly or indirectly with, or for the benefit of, any Affiliate of the Borrower (including, without limitation, any Unconsolidated Operating Entity) that is not a Loan Party (including Guaranty Obligations with respect to any obligation of any such Affiliate), other than:

(a)           As otherwise disclosed on Schedule 8.9;

(b)           transactions on a basis no less favorable to such Group Member as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Borrower;

(c)           transactions between or among a Loan Party and any other Loan Party;

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(d)           Restricted Payments that are permitted by Section 8.5, the proceeds of which, if received by Holdings, are used as required by Section 8.5,

(e)           reasonable salaries and other reasonable director or employee compensation to officers and directors of any Group Member, and

(f)            the payment of Genstar Fees.

Section 8.10           Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments.  No Group Member shall incur or otherwise suffer to exist or become effective or remain liable on or responsible for any Contractual Obligation limiting the ability of (a) any Subsidiary of the Borrower to make Restricted Payments to, or Investments in, or repay Indebtedness or otherwise Sell property to, any Group Member (other than Holdings) or (b) any Group Member to incur or suffer to exist any Lien upon any property of any Group Member, whether now owned or hereafter acquired, securing any of its Obligations (including any “equal and ratable” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except, for each of clauses (a) and (b) above, (i) pursuant to the Loan Documents and the Second Lien Notes Documents (but, with respect to any such restrictions in the Second Lien Notes Documents, only so long as such restriction does not prohibit the ability of any Loan Party to take any of the actions described in clauses (a) and (b) above pursuant to the terms of the Loan Documents); (ii) restrictions existing under or by reason of applicable Requirements of Law; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Group Member entered into in the ordinary course of business; (iv) customary provisions restricting assignment of any agreement entered into by a Group Member entered into in the ordinary course of business; (v) limitations on Liens (other than those securing any Obligation) on any property whose acquisition, repair, improvements or construction is financed by purchase money Indebtedness, Capitalized Lease Obligations or Permitted Refinancings permitted hereunder in reliance upon Section 8.1(b) or (c) set forth in the Contractual Obligations governing such Indebtedness, Capitalized Lease Obligations or Permitted Refinancing or Guaranty Obligations with respect thereto; (vii) any agreement in effect at the time any Subsidiary of Oncure becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary, which encumbrance or restriction is not applicable to any Loan Party, or the properties or assets of any Loan Party, other than such Subsidiary, or the property or assets of such Subsidiary, so acquired.

Section 8.11           Modification of Certain Documents.  No Group Member shall do any of the following:

(a)           waive or otherwise modify any term of any Related Document (other than any Second Lien Notes Document or the terms of any Subordinated Debt or Second Lien Debt) or any Constituent Document of, or otherwise change the capital structure of, any Group Member (including the terms of any of their outstanding Stock or Stock Equivalents), in each case except for those modifications and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (y) do not materially and adversely affect the rights and privileges of any Group

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Member and do not materially and adversely affect the interests of any Secured Party under the Loan Documents or in the Collateral;

(b)           waive or otherwise modify any term of any Subordinated Debt if the effect thereof on such Subordinated Debt is to (i) increase the interest rate, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith, or (vii) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Subordinated Debt in a manner adverse to any Group Member or any Secured Party.

(c)           amend or otherwise modify the terms of any Second Lien Notes Document, except for amendments or modifications made in full compliance with the Intercreditor Agreement.

(d)           Designate or permit any Indebtedness (other than the Obligations) to be part of the [“Credit Facilities”] as defined in the Indenture or qualify as [“First Lien Obligations”] under the Indenture or any other Second Lien Notes Document or permit the Obligations to cease qualifying as [“First Lien Obligations”] as defined in the Indenture.

(e)           Designate or permit any Indebtedness (other than the Obligations) to be part of the [“First Lien Obligations”] as defined in the Intercreditor Agreement.

(f)            amend or otherwise modify, or waive any rights under, any Management Services Agreement if, in any case, such amendment, modification or waiver affects the scope of the PC Collateral pledged by the Professional Services Provider party thereto, the cash management process described therein, or otherwise impacts the continued perfection of Administrative Agent’s Lien on the PC Collateral.

(g)           Change or amend the terms of the Genstar Advisory Services Agreement (or any other material document entered into with respect to the payment of any fee to Genstar in connection therewith) if the effect of such amendment is to (i) increase the interest rate (or decrease the portion thereof that is not required to be paid in cash) payable upon default on the Genstar Fees or otherwise increase any amount payable by a Group Member thereunder, (ii) change the subordination provisions set forth therein or any other term relating to the payment of Genstar Fees that would otherwise conflict with this Agreement or (iii) change or amend any other term if such change or amendment would provide for the payment of Genstar Fees during the continuation of any Event of Default (except to the extent permitted hereunder), materially increase the payment obligations of the obligor or otherwise add any provision that provides, directly or indirectly, for the transfer of any property or assets of any Group member to the Permitted Equity Investors in a manner adverse to Holdings, the Borrower, any of their respective Subsidiaries, or any Agent, Lender, Issuer or other Secured Party.

Section 8.12           Accounting Changes; Fiscal Year.  No Group Member shall change its fiscal year or its method for determining fiscal quarters or fiscal months.

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Section 8.13           Margin Regulations.  No Group Member shall use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

Section 8.14           Compliance with ERISA.  No ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would, in the aggregate, have a Material Adverse Effect.  No Group Member shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan.

Section 8.15           Restricted Payments.  No Loan Party shall, directly or indirectly, make any payment (including the payment of any proceeds of a Loan or the payment of proceeds of Collateral) to any direct or indirect Subsidiary of Oncure or any Unconsolidated Operating Entity, in each case that is not a Loan Party.

ARTICLE 9
EVENTS OF DEFAULT

Section 9.1             Definition.  Each of the following shall be an Event of Default:

(a)           the Borrower shall fail to pay (i) any principal of any Loan or any L/C Reimbursement Obligation when the same becomes due and payable or (ii) any interest on any Loan, any fee under any Loan Document or any other Obligation (other than those set forth in clause (i) above) and, in the case of this clause (ii), such non-payment continues for a period of 3 Business Days after the due date therefor; or

(b)           any representation, warranty or certification made or deemed made by or on behalf of any Loan Party in any Loan Document or by or on behalf of any Loan Party (or any Responsible Officer thereof) in connection with any Loan Document (including in any document delivered in connection with any Loan Document) shall prove to have been incorrect in any material respect (or in any respect if such representation or warranty is qualified by “material” or “Material Adverse Effect”) when made or deemed made; or

(c)           any Loan Party shall fail to comply with (i) any provision of Article 5 (Financial Covenants), Section 6.1 (Financial Statements), 6.2(a)(i) (Other Events), 7.1 (Maintenance of Corporate Existence), 7.9 (Application of Loan Proceeds), 7.13 (Post-Closing Deliveries) or Article 8 (Negative Covenants) or (ii) any other provision of any Loan Document if, in the case of this clause (ii), such failure shall remain unremedied for 30 days after the earlier of (A) the date on which a Responsible Officer of any Borrower becomes aware of such failure and (B) the date on which notice thereof shall have been given to the Borrower Representative by the Administrative Agent or the Required Lenders; or

(d)           (i) any Loan Party shall fail to make any payment when due (whether due because of scheduled maturity, required prepayment provisions, acceleration, demand or otherwise) on any Indebtedness of any Loan Party (other than the Obligations or any Hedging Agreement or Second Lien Debt) and, in each case, such failure relates to Indebtedness having a principal amount of $5,000,000 or more, (ii) any other event shall occur or condition shall exist

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under any Contractual Obligation relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness, (iii) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid, redeemed, defeased or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof, or (iv) there shall occur a “Default,” an “Event of Default” (or any comparable term) under any document evidencing or relating to Subordinated Debt; or

(e)           (i) any Loan Party shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against any Loan Party seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, composition of it or its debts or any similar order, in each case under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar official or other official with similar powers, in each case for it or for any substantial part of its property and, in the case of any such proceedings instituted against (but not by or with the consent of) any Loan Party, either such proceedings shall remain undismissed or unstayed for a period of 60 days or more or any action sought in such proceedings shall occur or (iii) any Loan Party shall take any corporate or similar action or any other action to authorize any action described in clause (i) or (ii) above; or

(f)            one or more judgments, orders or decrees (or other similar process) shall be rendered against any Loan Party (i)(A) in the case of money judgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Loan Party, to the extent the relevant insurer has not denied coverage therefor) in excess of $2,500,000 or (B) otherwise, that would have, in the aggregate, a Material Adverse Effect and (ii)(A) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order or decree or (B) such judgment, order or decree shall not have been vacated or discharged for a period of 30 consecutive days and there shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement thereof; or

(g)           except pursuant to a valid, binding and enforceable termination or release permitted under the Loan Documents and executed by the Administrative Agent or as otherwise expressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable against, any Loan Party party thereto, (ii) any Loan Document purporting to grant a Lien to secure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any Collateral purported to be covered thereby or such Lien shall fail or cease to be a perfected Lien with the priority required in the relevant Loan Document or (iii) any lien or debt subordination provision set forth in any Second Lien Notes Document shall, in whole or in part, terminate or otherwise fail or cease to be valid and binding on, or enforceable against, the Second Lien Notes Trustee, the Second Lien Agent or any holder of the Second Lien Notes (or the Second Lien Notes Trustee, the Second Lien Agent or any such holder shall so state in writing), or any Group Member shall state in writing that any of the events described in clause (i), (ii) or (iii) above shall have occurred;

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(h)           (i) there shall occur a “Default,” an “Event of Default” (or any comparable term) under any Second Lien Notes Document or any document evidencing or relating to Second Lien Debt, (ii) any of the Obligations for any reason shall cease to be [“First Lien Obligations”] (or any comparable term) under, and as defined in, the Second Lien Notes Documents or any other document evidencing the Second Lien Debt, (iii) the Intercreditor Agreement shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the Second Lien Debt, (iv) any Loan Party shall modify the terms or provisions of the Second Lien Notes Documents or any other documents evidencing the Second Lien Debt without the Administrative Agent’s prior written consent, unless in the case of the Second Lien Notes Documents such modification is permitted by the Intercreditor Agreement; or (v) any Loan Party shall designate any Indebtedness (other than the Obligations hereunder) as part of the [“Credit Facilities”] or [“First Lien Obligation”] (or any comparable term) under, and as defined in the Second Lien Notes Documents or the Intercreditor Agreement, without the prior written consent of Administrative Agent (which consent may be granted or withheld in its sole discretion);

(i)            there shall occur any Change of Control; or

(j)            a state or federal regulatory agency shall have revoked any license, permit, certificate or Medicaid or Medicare qualification pertaining to a Licensed Location and required in the provision of radiation therapy services and/or the provision of management services to physicians or physician groups to the extent that such revocation could reasonably be expected to have a Material Adverse Effect, regardless of whether such Healthcare Permit was held by or originally issued for the benefit of Borrower or a Professional Services Provider.

Section 9.2             Remedies.  During the continuance of any Event of Default, the Administrative Agent may, and, at the request of the Required Lenders, shall, in each case by notice to the Borrower and in addition to any other right or remedy provided under any Loan Document or by any applicable Requirement of Law, do each of the following: (a) declare all or any portion of the Commitments terminated, whereupon the Commitments shall immediately be reduced by such portion or, in the case of a termination in whole, shall terminate together with any obligation any Lender may have hereunder to make any Loan and any L/C Issuer may have hereunder to Issue any Letter of Credit or (b) declare immediately due and payable all or part of any Obligation (including any accrued but unpaid interest thereon), whereupon the same shall become immediately due and payable, without presentment, demand, protest or further notice or other requirements of any kind, all of which are hereby expressly waived by Holdings and the Borrower (and, to the extent provided in any other Loan Document, other Loan Parties); provided, however, that, effective immediately upon the occurrence of the Events of Default specified in Section 9.1(e)(ii), (x) the Commitments of each Lender to make Loans and the commitment of each L/C Issuer to Issue Letters of Credit shall each automatically be terminated and (y) each Obligation (including in each case any accrued all accrued but unpaid interest thereon) shall automatically become and be due and payable, without presentment, demand, protest or further notice or other requirement of any kind, all of which are hereby expressly waived by Holdings and the Borrower (and, to the extent provided in any other Loan Document, any other Loan Party).

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Section 9.3             Actions in Respect of Letters of Credit.  At any time (i) upon the Revolving Credit Termination Date, (ii) after the Revolving Credit Termination Date when the aggregate funds on deposit in L/C Cash Collateral Accounts shall be less than 105% of the L/C Obligations for all Letters of Credit at such time and (iii) as required by Section 2.12, the Borrower shall pay to the Administrative Agent, for the benefit of the Secured Parties, in immediately available funds at the Administrative Agent’s office referred to in Section 11.11, for deposit in a L/C Cash Collateral Account, the amount required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds 105% of the L/C Obligations for all Letters of Credit at such time (not to exceed, in the case of clause (iii) above, the payment to be applied pursuant to Section 2.12 to provide cash collateral for Letters of Credit).

ARTICLE 10
THE ADMINISTRATIVE AGENT

Section 10.1           Appointment and Duties.  (a) Appointment of Administrative Agent.  Each Lender and each L/C Issuer hereby appoints GE Capital (together with any successor Administrative Agent pursuant to Section 10.9) as the Administrative Agent hereunder and authorizes the Administrative Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Group Member, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Administrative Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto.

(b)           Duties as Collateral and Disbursing Agent.  Without limiting the generality of clause (a) above, the Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and L/C Issuers), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Lenders and the L/C Issuers with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in Section 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and L/C Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the L/C Issuers for purposes of the perfection of all Liens

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with respect to the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equivalents held by, such Lender or L/C Issuer, and may further authorize and direct the Lenders and the L/C Issuers to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Administrative Agent, and each Lender and L/C Issuer hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

(c)           Limited Duties.  Under the Loan Documents, the Administrative Agent (i) is acting solely on behalf of the Lenders and the L/C Issuers (except to the limited extent provided in Section 2.14(b) with respect to the Register and in Section 10.11), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Loan Document to refer to the Administrative Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender, L/C Issuer or any other Secured Party and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender and L/C Issuer hereby waives and agrees not to assert any claim against the Administrative Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

Section 10.2           Binding Effect.  Each Lender and each L/C Issuer agrees that (i) any action taken by the Administrative Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by the Administrative Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (iii) the exercise by the Administrative Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.

Section 10.3           Use of Discretion.  (a) No Action without Instructions.  The Administrative Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).

(b)           Right Not to Follow Certain Instructions.  Notwithstanding clause (a) above, the Administrative Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, the Administrative Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to the Administrative Agent, any other Secured Party) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Administrative Agent or any Related Person thereof or (ii) that is, in the opinion of the Administrative Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law.

Section 10.4           Delegation of Rights and Duties.  The Administrative Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies

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under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party).  Any such Person shall benefit from this Article 10 to the extent provided by the Administrative Agent.

Section 10.5           Reliance and Liability.  (a) The Administrative Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e), (ii) rely on the Register to the extent set forth in Section 2.14, (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(b)           None of the Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender, L/C Issuer, Holdings and the Borrower hereby waive and shall not assert (and each of Holdings and the Borrower shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein.  Without limiting the foregoing, the Administrative Agent:

(i)            shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of the Administrative Agent, when acting on behalf of the Administrative Agent);

(ii)           shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

(iii)          makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person or any Loan Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by the Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by the Administrative Agent in connection with the Loan Documents; and

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(iv)          shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower, any Lender or L/C Issuer describing such Default or Event of Default clearly labeled “notice of default” (in which case the Administrative Agent shall promptly give notice of such receipt to all Lenders);

and, for each of the items set forth in clauses (i) through (iv) above, each Lender, L/C Issuer, Holdings and the Borrower hereby waives and agrees not to assert (and each of Holdings and the Borrower shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action it might have against the Administrative Agent based thereon.

Section 10.6           Administrative Agent Individually.  The Administrative Agent and its Affiliates may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of, engage in any kind of business with, any Loan Party or Affiliate thereof as though it were not acting as Administrative Agent and may receive separate fees and other payments therefor.  To the extent the Administrative Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”, “Revolving Credit Lender”, “Required Lender”, and “Required Revolving Credit Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, without limitation, the Administrative Agent or such Affiliate, as the case may be, in its individual capacity as Lender, Revolving Credit Lender, or as one of the Required Lenders or Required Revolving Credit Lenders respectively.

Section 10.7           Lender Credit Decision.  Each Lender and each L/C Issuer acknowledges that it shall, independently and without reliance upon the Administrative Agent, any Lender or L/C Issuer or any of their Related Persons or upon any document (including the Disclosure Documents) solely or in part because such document was transmitted by the Administrative Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Loan Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate.  Except for documents expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lenders or L/C Issuers, the Administrative Agent shall not have any duty or responsibility to provide any Lender or L/C Issuer with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come in to the possession of the Administrative Agent or any of its Related Persons.

Section 10.8           Expenses; Indemnities.  (a) Each Lender agrees to reimburse the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s Pro Rata Share with respect to the Facilities of

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any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Loan Party) that may be incurred by the Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.

(b)           Each Lender further agrees to indemnify the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party), from and against such Lender’s aggregate Pro Rata Share with respect to the Facilities of the Liabilities (including taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred by or asserted against the Administrative Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by the Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to the Administrative Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

Section 10.9           Resignation of Administrative Agent or L/C Issuer.  (a) The Administrative Agent may resign at any time by delivering notice of such resignation to the Lenders and the Borrower Representative, effective on the date set forth in such notice or, if not such date is set forth therein, upon the date such notice shall be effective.  If the Administrative Agent delivers any such notice, the Required Lenders shall have the right, in consultation with the Borrower Representative, to appoint a successor Administrative Agent.  If, within 30 days after the retiring Administrative Agent having given notice of resignation, no successor Administrative Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent from among the Lenders.  Each appointment under this clause (a) shall be subject to the prior consent of the Borrower Representative, which may not be unreasonably withheld but shall not be required during the continuance of a Default.

(b)           Effective immediately upon its resignation, (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of the Administrative Agent until a successor Administrative Agent shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Administrative Agent was, or because such Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents and (iv) subject to its rights under Section 10.3, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.  Effective immediately upon its acceptance of a valid appointment as

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Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent under the Loan Documents.

(c)           Any L/C Issuer may resign at any time by delivering notice of such resignation to the Administrative Agent, effective on the date set forth in such notice or, if no such date is set forth therein, on the date such notice shall be effective.  Upon such resignation, the L/C Issuer shall remain an L/C Issuer and shall retain its rights and obligations in its capacity as such (other than any obligation to Issue Letters of Credit but including the right to receive fees or to have Lenders participate in any L/C Reimbursement Obligation thereof) with respect to Letters of Credit issued by such L/C Issuer prior to the date of such resignation and shall otherwise be discharged from all other duties and obligations under the Loan Documents.

Section 10.10         Release of Collateral or Guarantors.  Each Lender and L/C Issuer hereby consents to the release and hereby directs the Administrative Agent to release (or, in the case of clause (b) (ii) below, release or subordinate) the following:

(a)           any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and

(b)           any Lien held by the Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon Section 8.2(d) or (e) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in writing are then due and payable by the holder of such Obligation, (C) deposit of cash collateral with respect to all contingent Obligations (or, in the case of any L/C Obligation, a back-up letter of credit has been issued), in amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the extent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent.

Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance notice from the Borrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Section 10.11         Additional Secured Parties.  The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender or L/C Issuer as long as, by accepting such

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benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by the Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to the Administrative Agent) this Article 10, Section 11.8 (Right of Setoff), Section 11.9 (Sharing of Payments) and Section 11.20 (Confidentiality) and the decisions and actions of the Administrative Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 10.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of Pro Rata Share or similar concept, (b) except as set forth specifically herein, each of the Administrative Agent, the Lenders and the L/C Issuers shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as set forth specifically herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

ARTICLE 11
MISCELLANEOUS

Section 11.1           Amendments, Waivers, Etc.  (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter, the Control Agreements, and the L/C Reimbursement Agreements) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Secured Parties or extending an existing Lien over additional property, by the Administrative Agent and the Borrower, (2) in the case of any other waiver or consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (3) in the case of any other amendment, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver described in clause (2) or (3) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following:

(i)            waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;

(ii)           increase the Commitment of such Lender or subject such Lender to any additional obligation;

(iii)          reduce (including through release, forgiveness, assignment or otherwise) (a) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such

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Lender, (b) any fee or accrued interest payable to such Lender or (c) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article 5 or in any definition set forth therein or principally used therein;

(iv)          waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;

(v)           except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;

(vi)          reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”; or

(vii)         amend Section 10.10 (Release of Collateral or Guarantor), Section 11.9 (Sharing of Payments) or this Section 11.1;

and provided, further, that (x)(A) any waiver of any payment applied pursuant to Section 2.12(b) (Application of Mandatory Prepayments) to, and any modification of the application of any such payment to, the Revolving Loans shall require the consent of the Required Revolving Credit Lenders, and (B) any change to the definition of the term “Required Revolving Credit Lender” shall require the consent of the Required Revolving Credit Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article 10 or the application thereof), the Swingline Lender, any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent, the Swingline Lender, such L/C Issuer or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.12.  No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedging Agreement resulting in such Obligations being junior in right of payment to principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty being unsecured (other than releases of Liens in accordance with the terms hereof), in each case in a manner adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such Secured Hedging Counterparty or, in the case of a Secured Hedging Agreement provided or arranged by the Administrative Agent or an Affiliate thereof, the Administrative Agent.

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(b)           In addition, notwithstanding the foregoing or anything else in this Agreement, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Required Lenders to (a) effectuate a Revolving Credit Commitment Increase and to permit the extensions of credit from time to time outstanding thereunder and the outstanding principal and accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and (b) include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

(c)           Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given.  No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances.  No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

Section 11.2           Assignments and Participations; Binding Effect.  (a) Binding Effect.  This Agreement shall become effective when it shall have been executed by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender and L/C Issuer that such Lender or L/C Issuer has executed it.  Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, Holdings, the Borrower (in each case except for Article 10), the Administrative Agent, each Lender and L/C Issuer and, to the extent provided in Section 10.11, each other Indemnitee and Secured Party and, in each case, their respective successors and permitted assigns.  Except as expressly provided in any Loan Document (including in Section 10.9), none of Holdings, the Borrower, any L/C Issuer or the Administrative Agent shall have the right to assign any rights or obligations hereunder or any interest herein.

(b)           Right to Assign.  Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower, the Permitted Investors or any of their respective Affiliates) acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower (which acceptance shall be deemed to have been given if the Borrower has not responded within five Business Days of a request for such acceptance) and, with respect to Sales of Revolving Credit Commitments, each L/C Issuer that is a Lender; provided, however, that (x) such Sales do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to a Facility, (y) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower (to the extent the

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Borrower’s consent is otherwise required) and the Administrative Agent and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lenders shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in Section 2.2(c)(ii).  The Administrative Agent’s refusal to accept a Sale to a Loan Party, an Affiliate of a Loan Party, a holder of Subordinated Debt, a holder of Second Lien Debt, or an Affiliate of such a holder, or to a Person that would be (or could reasonably be expected to become) a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable.

(c)           Procedure.  The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute and deliver to the Administrative Agent an Assignment via an electronic settlement system designated by the Administrative Agent (or if previously agreed with the Administrative Agent, via a manual execution and delivery of the assignment) evidencing such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to the Administrative Agent), any tax forms required to be delivered pursuant to Section 2.17(f) and payment of an assignment fee in the amount of $3,500, provided that (1) if a Sale by a Lender is made to an Affiliate or an Approved Fund of such assigning Lender, then no assignment fee shall be due in connection with such Sale, and (2) if a Sale by a Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Lender, and concurrently to one or more Affiliates or Approved Funds of such assignee, then only one assignment fee of $3,500 shall be due in connection with such Sale.  Upon receipt of all the foregoing, and conditioned upon such receipt and, if such assignment is made in accordance with Section 11.2(b) (iii), upon the Administrative Agent (and the Borrower, if applicable) consenting to such Assignment, from and after the effective date specified in such Assignment, the Administrative Agent shall record or cause to be recorded in the Register the information contained in such Assignment.

(d)           Effectiveness.  Subject to the recording of an Assignment by the Administrative Agent in the Register pursuant to Section 2.14(b) , (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto except that each Lender agrees to remain bound by Article 10, Section 11.8 (Right of Setoff) and Section 11.9 (Sharing of Payments) to the extent provided in Section 10.11 (Additional Beneficiaries of Collateral)).

(e)           Grant of Security Interests.  In addition to the other rights provided in this Section 11.2, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to

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payments of principal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to the Administrative Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Securities by notice to the Administrative Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder.

(f)            Participants and SPVs.  In addition to the other rights provided in this Section 11.2, each Lender may, (x) with notice to the Administrative Agent, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from the Administrative Agent or the Borrower, sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Revolving Loans and Letters of Credit); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sections 2.16 (Breakage Costs; Increased Costs; Capital Requirements) and 2.17 (Taxes), but only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Section 2.17(f) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the Administrative Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (iii) and (iv) of Section 11.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in Section 11.1(a)(v) (or amendments, consents and waivers with respect to Section 10.10 to release all or substantially all of the Collateral).  No party hereto shall institute (and each of Borrower and Holdings shall cause each other Loan Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all

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outstanding commercial paper of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any such Liability).  The agreement in the preceding sentence shall survive the termination of the Commitments and the payment in full of the Obligations.

Section 11.3           Costs and Expenses.  Any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of any Secured Party, shall be at the expense of such Loan Party, and no Secured Party shall be required under any Loan Document to reimburse any Loan Party or Group Member therefor except as expressly provided therein.  In addition, the Borrower agrees to pay or reimburse upon demand (a) the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in connection therewith and environmental audits and assessments), in each case including the reasonable fees, charges and disbursements of legal counsel to the Administrative Agent or such Related Persons, fees, costs and expenses incurred in connection with Intralinks® or any other E-System and allocated to the Facilities by the Administrative Agent in its sole discretion and fees, charges and disbursements of the auditors, appraisers, printers and other of their Related Persons retained by or on behalf of any of them or any of their Related Persons, (b) subject to the limitation on reimbursement pursuant to Section 7.7, the Administrative Agent for all reasonable and documented costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by the Administrative Agent for its examiners) and (c) each of the Administrative Agent, its Related Persons, and each Lender and L/C Issuer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Group Member, Loan Document, Obligation or Related Transaction (or the response to and preparation for any subpoena or request for document production relating thereto), including reasonable fees and disbursements of counsel (including reasonable allocated costs of internal counsel); provided, that to the extent that the costs and expenses referred to in this clause (c) consist of fees, costs and expenses of counsel, Borrower shall be obligated to pay such fees, costs and expenses for only one counsel acting for all Lenders (other than Administrative Agent).

Section 11.4           Indemnities.  (a) The Borrower agrees to indemnify, hold harmless and defend the Administrative Agent, each Lender, each L/C Issuer, each Secured Hedging Counterparty, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Related Persons (each such Person being an “Indemnitee”) from and

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against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Related Document, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.  Furthermore, each of Holdings and the Borrower waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.

(b)           Without limiting the foregoing, “Indemnified Matters” includes all Environmental Liabilities, including those arising from, or otherwise involving, any property of any Related Person or any actual, alleged or prospective damage to property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or natural resource or any property on or contiguous to any real property of any Related Person, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Related Person or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the successor-in-interest to any Loan Party and (ii) are attributable solely to acts of such Indemnitee.

Section 11.5           Survival.  Any indemnification or other protection provided to any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.17 (Taxes), Section 2.16 (Breakage Costs; Increased Costs; Capital Requirements), Article 10 (The Administrative Agent), Section 11.3 (Costs and Expenses), Section 11.4 (Indemnities) or this Section 11.5) and all representations and warranties made in any Loan Document shall (A) survive the termination of the Commitments and the payment in full of other Obligations and

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(B) inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

Section 11.6           Limitation of Liability for Certain Damages.  In no event shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings).  Each of Holdings and the Borrower hereby waives, releases and agrees (and shall cause each other Loan Party to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 11.7           Lender-Creditor Relationship.  The relationship between the Lenders, the L/C Issuers and the Administrative Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of lender and creditor.  No Secured Party has any fiduciary relationship or duty to any Loan Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties and the Loan Parties by virtue of, any Loan Document or any transaction contemplated therein.

Section 11.8           Right of Setoff.  Each of the Administrative Agent, each Lender, each L/C Issuer and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by Holdings and the Borrower), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by the Administrative Agent, such Lender, such L/C Issuer or any of their respective Affiliates to or for the credit or the account of Holdings or the Borrower against any Obligation of any Loan Party now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured.  Each of the Administrative Agent, each Lender and each L/C Issuer agrees promptly to notify the Borrower Representative and the Administrative Agent after any such setoff and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application.  The rights under this Section 11.8 are in addition to any other rights and remedies (including other rights of setoff) that the Administrative Agent, the Lenders and the L/C Issuers and their Affiliates and other Secured Parties may have.

Section 11.9           Sharing of Payments, Etc.  If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.16 (Breakage Costs; Increased Costs; Capital Requirements), 2.17 (Taxes) and 2.18 (Substitution of Lenders), and 11.2 (Assignments and Participations; Binding Effect) and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been distributed by, the Administrative Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Secured Parties such participations in their Obligations as necessary for such Lender to share such excess payment with such Secured Parties to ensure such payment is applied as though it had been received by

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the Administrative Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided, however, that (a) if such payment is rescinded or otherwise recovered from such Lender or L/C Issuer in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender or L/C Issuer without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.  If a Non-Funding Lender receives any such payment as described in the previous sentence, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set forth in Section 2.2(c)(ii).

Section 11.10         Marshaling; Payments Set Aside.  No Secured Party shall be under any obligation to marshal any property in favor of any Loan Party or any other party or against or in payment of any Obligation.  To the extent that any Secured Party receives a payment from the Borrower, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.

Section 11.11         Notices.  (a) Addresses.  All notices, demands, requests, directions and other communications required or expressly authorized to be made by this Agreement shall, whether or not specified to be in writing but unless otherwise expressly specified to be given by any other means, be given in writing and (i) addressed to (A) if to Holdings or any Borrower, to Oncure Medical Corp., 188 Inverness Drive West, Suite 650, Englewood, Colorado 80112 Attention: Chief Executive Officer, Tel: (303) 643-6500, Fax: (303) 643-6560, with copy to Oncure Medical Corp., 18100 Von Karman Avenue, Suite 450, Irvine, California 92612, Attention: General Counsel, Tel: (949) 863-8834, Fax: (949) 863-8835, (B) if to the Administrative Agent or the Swingline Lender, to General Electric Capital Corporation, Two Bethesda Metro Center, Suite 600, Bethesda, MD 20814, Attention: Portfolio Management Group, Tel: 301-961-1640, Fax: (301) 664-9890, with copy to General Electric Capital Corporation, Two Bethesda Metro Center, Suite 600, Bethesda, MD 20814, Attention: Maryanne Courtney, Internal Counsel, Tel: 301-961-1640, Fax: (866) 358-1754 and (C) otherwise to the party to be notified at its address specified opposite its name on Schedule II or on the signature page of any applicable Assignment, (ii) posted to Intralinks® (to the extent such system is available and set up by or at the direction of the Administrative Agent prior to posting) in an appropriate location by uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-coded fax coversheet or using such other means of posting to Intralinks® as may be available and reasonably acceptable to the Administrative Agent prior to such posting, (iii) posted to any other E-System set up by or at the direction of the Administrative Agent in an appropriate location or (iv) addressed to such other address as shall be notified in writing (a) in the case of the Borrower, the Administrative Agent and the Swingline Lender, to the other parties hereto and (b) in the case of all other parties, to the Borrower and the Administrative Agent.  Transmission by electronic mail (including E-Fax, even if transmitted to the fax numbers set forth in clause (i)

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above) shall not be sufficient or effective to transmit any such notice under this clause (a) unless such transmission is an available means to post to any E-System.

(b)           Effectiveness.  All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one Business Day after delivery to such courier service, (iii) if delivered by mail, when deposited in the mails, (iv) if delivered by facsimile (other than to post to an E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by posting to any E-System, on the later of the date of such posting in an appropriate location and the date access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided, however, that no communications to the Administrative Agent pursuant to Article 2 or Article 10 shall be effective until received by the Administrative Agent.

Section 11.12         Electronic Transmissions.  (a) Authorization.  Subject to the provisions of Section 11.11(a), each of the Administrative Agent, the Borrower, the Lenders, the L/C Issuers and each of their Related Persons is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein.  Each of Holdings, the Borrower and each Secured Party hereby acknowledges and agrees, and each of Holdings and the Borrower shall cause each other Group Member to acknowledge and agree, that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(b)           Signatures.  Subject to the provisions of Section 11.11(a), (i)(A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which each Secured Party and Loan Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirement of Law requiring certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.

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(c)           Separate Agreements.  All uses of an E-System shall be governed by and subject to, in addition to Section 11.11 and this Section 11.12, separate terms and conditions posted or referenced in such E-System and related Contractual Obligations executed by Secured Parties and Group Members in connection with the use of such E-System.

(d)           Limitation of Liability.  All E-Systems and Electronic Transmissions shall be provided “as is” and “as available”.  None of Administrative Agent or any of its Related Persons warrants the accuracy, adequacy or completeness of any E-Systems or Electronic Transmission, and each disclaims all liability for errors or omissions therein.  No Warranty of any kind is made by the Administrative Agent or any of its Related Persons in connection with any E-Systems or Electronic Communication, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects.  Each of Holdings, the Borrower and each Secured Party agrees (and each of Holdings and the Borrower shall cause each other Loan Party to agree) that the Administrative Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

Section 11.13         Governing Law.  This Agreement, each other Loan Document that does not expressly set forth its applicable law, and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to choice of law rules to the extent the application of the laws of another jurisdiction would be required thereby.

Section 11.14         Jurisdiction.  (a) Submission to Jurisdiction.  Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, each of Holdings and the Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Agreement shall limit the right of Agent to commence any proceeding in the federal or state courts of any other jurisdiction to the extent Agent determines that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents.  The parties hereto (and, to the extent set forth in any other Loan Document, each other Loan Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

(b)           Service of Process.  Each of Holdings and Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of Borrower specified in Section 11.11 (and shall be effective when such mailing shall be effective, as provided therein).  Each of Holdings and the Borrower (and, to the extent set forth in any other

114

Loan Document, each other Loan Party) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)           Non-Exclusive Jurisdiction.  Nothing contained in this Section 11.14 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Loan Party in any other jurisdiction.

Section 11.15         Waiver of Jury Trial.  Each party hereto hereby irrevocably waives trial by jury in any suit, action or proceeding with respect to, or directly or indirectly arising out of, under or in connection with, any Loan Document or the transactions contemplated therein or related thereto (whether founded in contract, tort or any other theory).  Each party hereto (A) certifies that no other party and no Related Person of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into the Loan Documents, as applicable, by the mutual waivers and certifications in this Section 11.15.

Section 11.16         Severability.  Any provision of any Loan Document being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Loan Document or any part of such provision in any other jurisdiction.

Section 11.17         Execution in Counterparts.  This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.  Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 11.18         Entire Agreement.  The Loan Documents embody the entire agreement of the parties and supersede all prior agreements and understandings relating to the subject matter thereof and any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving any Loan Party and any of the Administrative Agent, any Lender or any L/C Issuer or any of their respective Affiliates relating to a financing of substantially similar form, purpose or effect.  In the event of any conflict between the terms of this Agreement and any other Loan Document, the terms of this Agreement shall govern (unless such terms of such other Loan Documents are necessary to comply with applicable Requirements of Law, in which case such terms shall govern to the extent necessary to comply therewith).

Section 11.19         Use of Name.  Each of Holdings and the Borrower agrees, and shall cause each other Loan Party to agree, that it shall not, and none of its Affiliates shall, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of the Securities of any Loan Party) using the name, logo or otherwise referring to GE Capital or of any of its Affiliates, the Loan Documents or any

115

transaction contemplated therein to which the Secured Parties are party without at least 2 Business Days’ prior notice to GE Capital and without the prior consent of GE Capital except to the extent required to do so under applicable Requirements of Law and then, only after consulting with GE Capital prior thereto.

Section 11.20         Non-Public Information; Confidentiality.  (a) Each Lender and L/C Issuer acknowledges and agrees that it may receive material non-public information hereunder concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in compliance with all relevant policies, procedures and Contractual Obligations and applicable Requirements of Laws (including United States federal and state security laws and regulations).

(b)           Each Lender, L/C Issuer and the Administrative Agent agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing by any Loan Party as confidential, except that such information may be disclosed (i) with the Borrower Representative’s prior written consent, (ii) to Related Persons of such Lender, L/C Issuer or the Administrative Agent, as the case may be, or to any Person that any L/C Issuer causes to Issue Letters of Credit hereunder, that are advised of the confidential nature of such information and are instructed to keep such information confidential, (iii) to the extent such information presently is or hereafter becomes available to such Lender, L/C Issuer or the Administrative Agent, as the case may be, on a non-confidential basis from a source other than any Loan Party, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements or in any tombstone or other advertising materials (and the Loan Parties consent to the publication of such tombstone or other advertising materials by the Administrative Agent, any Lender, any L/C Issuer or any of their Related Persons), (vi) to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify borrowers, (vii) to current or prospective assignees, SPVs grantees of any option described in Section 11.2(f) or participants, direct or contractual counterparties to any Hedging Agreement permitted hereunder and to their respective Related Persons, in each case to the extent such assignees, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 11.20 and (viii) in connection with the exercise of any remedy under any Loan Document.  In the event of any conflict between the terms of this Section 11.20 and those of any other Contractual Obligation entered into with any Loan Party (whether or not a Loan Document), the terms of this Section 11.20 shall govern.  Any Person required to maintain the confidentiality of information as provided in this Section 11.20 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord its own confidential information.

Section 11.21         Patriot Act Notice.  Each Lender subject to the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) hereby notifies the Borrower that, pursuant to Section 326 thereof, it is required to obtain, verify and record information that identifies the Borrower, including the name and address of the Borrower and other information allowing such Lender to identify the Borrower in accordance with such act.

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[SIGNATURE PAGES FOLLOW]

117

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER:	ONCURE MEDICAL CORP., a Delaware corporation
	FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC., a California corporation
	FROG ONCURE SOUTHSIDE, L.L.C., a Florida limited liability company
	JAXPET, LLC, a Florida limited liability company
	JAXPET/POSITECH, L.L.C.,
	a Florida limited liability company
	MANATEE RADIATION ONCOLOGY, INC., a Florida corporation
	MICA FLO II, INC., a Delaware corporation
	MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation
	POINTE WEST ONCOLOGY, LLC,
	a Delaware limited liability company
	RADIATION ONCOLOGY CENTER, LLC, a California limited liability company
	U.S. CANCER CARE, INC.,
	a Delaware corporation
	USCC ACQUISITION CORP.,
	a Delaware corporation
	USCC FLORIDA ACQUISITION CORP., a Delaware corporation
	USCC HEALTHCARE MANAGEMENT CORP., a California corporation
	By	/s/ L. Duane Choate
		L. Duane Choate
		As President and Chief Executive Officer of each of the above entities and in such capacity, intending by this signature to legally bind each of the above entities

BORROWER:	SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC., a Florida corporation
	VENICE ONCOLOGY CENTER, INC., a Florida corporation
	ENGLEWOOD ONCOLOGY, INC., a Florida corporation
	CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC., a Florida corporation
	INTERHEALTH FACILITY TRANSPORT, INC., a Florida corporation
	SARASOTA COUNTY ONCOLOGY, INC., a Florida corporation
	COASTAL ONCOLOGY, INC., a California corporation
	SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP., a California corporation
	By		/s/ L. Duane Choate
			L. Duane Choate
			As President and Chief Executive Officer of each of the above entities and in such capacity, intending by this signature to legally bind each of the above entities
HOLDINGS:	ONCURE HOLDINGS, INC., a Delaware corporation
	By	/s/ L. Duane Choate
		L. Duane Choate
		President and Chief Executive Officer

GE CAPITAL:	GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent, Swingline Lender and Lender
	By:	/s/ Brent Sheperd
		Brent Shepherd
		Duly Authorized Signatory

LENDERS:	WELLS FARGO CAPITAL FINANCE, INC., (formerly known as Wells Fargo Foothill, Inc.), a California corporation
	By:	/s/ Deseriee R. Whitwer
		Deseriee R. Whitwer
		Vice President

L/C ISSUER:	WELLS FARGO CAPITAL FINANCE, INC., (formerly known as Wells Fargo Foothill, Inc.), a California corporation
	By:	/s/ Deseriee R. Whitwer
		Deseriee R. Whitwer
		Vice President

SCHEDULE I

REVOLVING CREDIT COMMITMENTS

(as of the Closing Date)

Lender	Revolving Credit Commitment
General Electric Capital Corporation	$	25,000,000
Wells Fargo Capital Finance, Inc.	$	15,000,000
TOTALS	$	40,000,000

SCHEDULE II

LENDER NOTICE INFORMATION

Lender	Notice Information
Wells Fargo Capital Finance, Inc.	2450 Colorado Avenue, Suite 3000 West Santa Monica, CA 90404 Ph: (310) 453-7352 Fax: (866) 358-0949 E-Mail: Deseriee.r.visger@wellsfargo.com

EXHIBIT A
TO
CREDIT AGREEMENT

Form of Assignment

This ASSIGNMENT, dated as of the Effective Date, is entered into between the Assignor and the Assignee (each as defined below).

The parties hereto hereby agree as follows:

Borrower:	Oncure Medical Corp., a Delaware corporation and each of its direct and indirect subsidiaries (individually and collectively, the “Borrower”)
Administrative Agent:	General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and L/C Issuers (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”)
Credit Agreement:	Credit Agreement, dated as of May 13, 2010, among the Borrower, OnCure Holdings, Inc., as one of the Guarantors, the Lenders and L/C Issuers party thereto and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition are used as defined in the Credit Agreement)
[Trade Date:	,         ]
Effective Date:	,

Facility Assigned	Aggregate amount of Commitments or principal amount of Loans for all Lenders	Aggregate amount of Commitments or principal amount of Loans Assigned	Percentage Assigned
	$	$	.	%
	$	$	.	%
	$	$	.	%

[THE REMAINDER OF THIS  PAGE WAS INTENTIONALLY LEFT BLANK]

Assignment.  Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement (including Liabilities owing to or by Assignor thereunder) and the other Loan Documents, in each case to the extent related to the amounts identified above (the “Assigned Interest”).

Representations, Warranties and Covenants of Assignors.  Assignor (a) represents and warrants to Assignee and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, and (iii) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Facilities, the percentage of the Facilities represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Group Member or Loan Party or the performance or nonperformance by any Loan Party of any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Administrative Agent exchange such Notes for new Notes in accordance with Section 2.14(e) of the Credit Agreement.

Representations, Warranties and Covenants of Assignees.  Assignee (a) represents and warrants to Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter

2

into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Determination of Effective Date; Register.  Following the due execution and delivery of this Assignment by Assignor, Assignee and, to the extent required by Section 11.2(b) of the Credit Agreement, the Borrower, this Assignment (including its attachments) will be delivered to the Administrative Agent for its acceptance and recording in the Register.  The effective date of this Assignment (the “Effective Date”) shall be the later of (i) the acceptance of this Assignment by the Administrative Agent and (ii) the recording of this Assignment in the Register.  The Administrative Agent shall insert the Effective Date when known in the space provided therefor at the beginning of this Assignment.

Effect.  As of the Effective Date, (a) Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender under the Credit Agreement and (b) Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the termination of the Commitments and payment in full of the Obligations) and be released from its obligations under the Loan Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date.

Distribution of Payments.  On and after the Effective Date, the Administrative Agent shall make all payments under the Loan Documents in respect of each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to the Assignee.

3

Miscellaneous.  This Assignment is a Loan Document and, as such, is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof.  On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignors, Assignees, the Administrative Agent and their Related Persons and their successors and assigns.  This Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York.  This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.  Delivery of an executed signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.

[SIGNATURE PAGES FOLLOW]

4

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

		[NAME OF ASSIGNOR]
		as Assignor
		By:
			Name:
			Title:
		[NAME OF ASSIGNEE]
		as Assignee
		By:
			Name:
			Title:
		Lending Office for Eurodollar Rate Loans:
		[Insert Address (including contact name, fax number and e-mail address)]
		Lending Office (and address for notices) for any other purpose:
		[Insert Address (including contact name, fax number and e-mail address)]
ACCEPTED and AGREED
this      day of                        :
GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent
By:
	Name:
	Title:

[SIGNATURE PAGE FOR ASSIGNMENT FOR ONCURE MEDICAL CORP.’S CREDIT AGREEMENT]

[BORROWER]
By:
	Name:
	Title:

[SIGNATURE PAGE FOR ASSIGNMENT FOR ONCURE MEDICAL CORP.’S CREDIT AGREEMENT]

EXHIBIT B
TO
CREDIT AGREEMENT

Form of Revolving Loan Note

Lender: [NAME OF LENDER]	New York, New York
Principal Amount: $	,

FOR VALUE RECEIVED, each of the undersigned, ONCURE MEDICAL CORP., a Delaware corporation (“Oncure”), FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC., a California corporation (“F&A”), FROG ONCURE SOUTHSIDE, L.L.C., a Florida limited liability company (“Frog”), JAXPET, LLC, a Florida limited liability company (“JaxPet”), JAXPET/POSITECH, LLC, a Florida limited liability company (“Positech”), MANATEE RADIATION ONCOLOGY, INC., a Florida corporation (“Manatee”), MICA FLO II, INC., a Delaware corporation (“Mica Flo”), MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation (“Mission Viejo”), POINTE WEST ONCOLOGY, LLC, a Delaware limited liability company (“Pointe West”), RADIATION ONCOLOGY CENTER, LLC, a California limited liability company (“Radiation Oncology”), U.S. CANCER CARE, INC., a Delaware corporation (“US Cancer Care”), USCC ACQUISITION CORP., a Delaware corporation (“USCC Acquisition”), USCC FLORIDA ACQUISITION CORP., a Delaware corporation (“Florida Acquisition”), USCC HEALTHCARE MANAGEMENT CORP., a California corporation (“Healthcare Management”), SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC., a Florida corporation (“Sarasota”), VENICE ONCOLOGY CENTER, INC., a Florida corporation (“Venice”), ENGLEWOOD ONCOLOGY, INC., a Florida corporation (“Englewood”), CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC., a Florida corporation (“Charlotte”), INTERHEALTH FACILITY TRANSPORT, INC., a Florida corporation (“Transport”),  SARASOTA COUNTY ONCOLOGY, INC., a Florida corporation (“County”), COASTAL ONCOLOGY, INC., a California corporation (“Coastal”) and SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP., a California corporation (“Santa Cruz”; together with Oncure, F&A, Frog, JaxPet, Positech, Manatee, Mica Flo, Mission Viejo, Pointe West, Radiation Oncology, US Cancer Care, USCC Acquisition, Florida Acquisition, Healthcare Management, Sarasota, Venice, Englewood, Charlotte, Transport, County and Coastal, individually and collectively, the “Borrower”), jointly and severally, hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of all Revolving Loans (as defined in the Credit Agreement referred to below) of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Credit Agreement (as defined below).

Each Borrower promises to pay interest on the unpaid principal amount of the Revolving Loans from the date made until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement (as defined below).  Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower.

1

Both principal and interest are payable in Dollars to General Electric Capital Corporation, as Administrative Agent, at Two Bethesda Metro Center, Suite 600, Bethesda, MD 20814, in immediately available funds.

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of May 13, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, OnCure Holdings, Inc., as one of the Guarantors, the Lenders and the L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and L/C Issuers.  Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Credit Agreement, among other things, (a) provides for the making of Revolving Loans by the Lender to the Borrower in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrower resulting from such Revolving Loans being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof.

This Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[SIGNATURE PAGES FOLLOW]

2

IN WITNESS WHEREOF, each Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

By:
	Name:
	Title:

SIGNATURE PAGE FROM PROMISSORY NOTE OF ONCURE MEDICAL CORP., ET AL
FOR THE BENEFIT OF [NAME OF LENDER]

EXHIBIT C
TO
CREDIT AGREEMENT

Form of Notice of Borrowing

GENERAL ELECTRIC CAPITAL CORPORATION
as Administrative Agent under the
Credit Agreement referred to below

,

Attention:

Re:Oncure Medical Corp. and its direct and indirect Subsidiaries (individually and collectively, the “Borrower”)

Reference is made to the Credit Agreement, dated as of May 13, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, OnCure Holdings, Inc., as one of the Guarantors, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers.  Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Borrower hereby gives you irrevocable notice, pursuant to Section 2.2 of the Credit Agreement of its request of a Borrowing (the “Proposed Borrowing”) under the Credit Agreement and, in that connection, sets forth the following information:

The date of the Proposed Borrowing is                     ,          (the “Funding Date”).

The aggregate principal amount of Revolving Loans is $                  , of which $                 consists of Base Rate Loans and $                 consists of Eurodollar Rate Loans having an initial Interest Period of               months.

The undersigned hereby certifies that the following statements are true on the date hereof, both before and after giving effect to the Proposed Borrowing and any other Loan to be made or Letter of Credit to be Issued on or before the Funding Date:

(i)the representations and warranties set forth in Article 4 of the Credit Agreement and elsewhere in the Loan Documents are true and correct in all material respects as though made on and as of such Funding Date (or in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) or, to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such date;

1

(ii)the Consolidated Fixed Charge Coverage Ratio (recomputed for the last month for which financial statements are available but without giving effect to the funding of such proposed Loan) for Holdings is at least 1.00 to 1.00, as shown on the attached worksheet;

(iii)after giving effect to the funding of such Loan, the Revolving Credit Outstandings and the outstanding principal amount of any other [“First Lien Obligations”] and [“First Lien Letter of Credit Obligations”] as such terms are defined in the Intercreditor Agreement, collectively, do not exceed the amount set forth in, and calculated in accordance with, clause (a) of the definition of [“Maximum First Lien Principal Amount”] in the Intercreditor Agreement; and

(iv)no Default is continuing.

By:
	Name:
	Title:

[SIGNATURE PAGE TO NOTICE OF BORROWING DATED                  ,         ]

EXHIBIT D
TO
CREDIT AGREEMENT

Form of Swing Loan Request

GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent under the
Credit Agreement referred to below

Attention:

                       ,

Re:Oncure Medical Corp. and its direct and indirect Subsidiaries (individually and collectively, the “Borrower”)

Reference is made to the Credit Agreement, dated as of May 13, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, OnCure Holdings, Inc., as one of the Guarantors, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers.  Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Borrower hereby gives you irrevocable notice pursuant to Section 2.3 of the Credit Agreement that it requests Swing Loans under the Credit Agreement (the “Proposed Advance”) and, in that connection, sets for the following information:

A.The date of the Proposed Advance is                     ,          (the “Funding Date”).

B.The aggregate principal amount of Swing Loan is $                  .

The undersigned hereby certifies that the following statements are true on the date hereof both before and after giving effect to the Proposed Advance and any other Loan to be made or Letter of Credit to be Issued on or before the Funding Date:

(i)the representations and warranties set forth in Article 4 of the Credit Agreement and elsewhere in the Loan Documents are true and correct in all material respects as though made on and as of such Funding Date (or in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) or, to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such date;

(ii)the Consolidated Fixed Charge Coverage Ratio (recomputed for the last month for which financial statements are available but without giving effect to the

[SIGNATURE PAGE TO NOTICE OF BORROWING DATED                ,         ]

funding of such proposed Swing Loan) for Holdings is at least 1.00 to 1.00, as shown on the attached worksheet; and

(iii)after giving effect to the funding of such Loan, the Revolving Credit Outstandings and the outstanding principal amount of any other [“First Lien Obligations”] and [“First Lien Letter of Credit Obligations”] as such terms are defined in the Intercreditor Agreement, collectively, do not exceed the amount set forth in, and calculated in accordance with, clause (a) of the definition of [“Maximum First Lien Principal Amount”] in the Intercreditor Agreement; and

(iv)no Default is continuing.

By:
	Name:
	Title:

[SIGNATURE PAGE TO NOTICE OF BORROWING DATED                ,         ]

EXHIBIT E
TO
CREDIT AGREEMENT

Form of Letter of Credit Request

[NAME OF L/C ISSUER], as L/C Issuer
under the Credit Agreement referred to below

Attention:

                       ,

Re:Oncure Medical Corp. and its direct and indirect Subsidiaries (individually and collectively, the “Borrower”)

Reference is made to the Credit Agreement, dated as of May 13, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, OnCure Holdings, Inc., as one of the Guarantors, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers.  Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(b) of the Credit Agreement, of its request for your Issuance of a Letter of Credit, in the form attached hereto, for the benefit of [Name of Beneficiary], in the amount of $                , to be issued on                 ,          (the “Issue Date”) with an expiration date of                   ,         .

The undersigned hereby certifies that the following statements are true on the date hereof, both before and after giving effect to the Issuance of the Letter of Credit requested above and any Loan to be made or any other Letter of Credit to be Issued on or before the Issue Date:

(i)the representations and warranties set forth in Article 4 of the Credit Agreement and elsewhere in the Loan Documents are true and correct in all material respects as though made on and as of such Funding Date (or in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) or, to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such date;

(ii)the Consolidated Fixed Charge Coverage Ratio (recomputed for the last month for which financial statements are available but without giving effect to the issuance of such Letter of Credit) for Holdings is at least 1.00 to 1.00, as shown on the attached worksheet;

(iii)after giving effect to the Issuance of such Letter of Credit, the Revolving Credit Outstandings and the outstanding principal amount of any other [“First Lien Obligations”] and [“First Lien Letter of Credit Obligations”] as such terms are defined in

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the Intercreditor Agreement, collectively, do not exceed the amount set forth in, and calculated in accordance with, clause (a) of the definition of [“Maximum First Lien Principal Amount”] in the Intercreditor Agreement; and

(iv)no Default is continuing.

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By:
	Name:
	Title:

[SIGNATURE PAGE TO LETTER OF CREDIT REQUEST DATED                ,         ]

EXHIBIT F
TO
CREDIT AGREEMENT

Form of Notice of Conversion or Continuation

GENERAL ELECTRIC CAPITAL CORPORATION
as Administrative Agent under the
Credit Agreement referred to below

                       ,

Attention:

Re:Oncure Medical Corp. and its direct and indirect Subsidiaries (individually and collectively, the “Borrower”)

Reference is made to the Credit Agreement, dated as of May 13, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, OnCure Holdings, Inc., as one of the Guarantors, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers.  Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Borrower hereby gives you irrevocable notice, pursuant to Section 2.10 of the Credit Agreement of its request for the following:

(v)a continuation, on                 ,         , as Eurodollar Rate Loans having an Interest Period of        months of Revolving Loans in an aggregate outstanding principal amount of $                         having an Interest Period ending on the proposed date for such continuation;

(vi)a conversion, on                 ,         , to Eurodollar Rate Loans having an Interest Period of        months of Revolving Loans in an aggregate outstanding principal amount of $                  ; and

(vii)a conversion, on                 ,         , to Base Rate Loans, of Revolving Loans in an aggregate outstanding principal amount of $                  .

In connection herewith, the undersigned hereby certifies that no Default is continuing on the date hereof, both before and after giving effect to any Loan to be made or Letter of Credit to be Issued on or before any date for any proposed conversion or continuation set forth above.

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By:
	Name:
	Title:

[SIGNATURE PAGE TO NOTICE OF CONVERSION/CONTINUATION DATED                ,         ]

EXHIBIT G
TO
CREDIT AGREEMENT

Form of compliance certificate

                    ,

This certificate is delivered pursuant to Section 6.1(d) of, and in connection with the consummation of the transactions contemplated in, the Credit Agreement, dated as of May 13, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Oncure Medical Corp. and its direct and indirect Subsidiaries (the “Borrower”), OnCure Holdings, Inc., as one of the Guarantors, the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and L/C Issuers (the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The undersigned, a duly authorized Responsible Officer of the Borrower having the name and title set forth below under his signature, hereby certifies, on behalf of the Borrower for the benefit of the Secured Parties and pursuant to Section 6.1 of the Credit Agreement that such Responsible Officer of the Borrower is familiar with the Credit Agreement and that, in accordance with each of the following sections of the Credit Agreement, each of the following is true on the date hereof, both before and after giving effect to any Loan to be made or Letter of Credit to be Issued on or before the date hereof:

No Default is continuing.

In accordance with Section 6.1[(a)/(b) /(c)] of the Credit Agreement, attached hereto as Annex A are the Financial Statements for the [fiscal month/Fiscal Quarter/Fiscal Year] ended                   ,          required to be delivered pursuant to Section 6.1[(a)/(b) /(c)] of the Credit Agreement.  Such Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of Holdings as at the dates indicated therein and for the periods indicated therein in accordance with GAAP [(subject to the absence of footnote disclosure and audit and normal year-end audit adjustments)] [without qualification as to the scope of the audit or as to going concern and without any other similar qualification, together with the certificate from the Group Members’ Accountants with respect to such Consolidated Financial Statements required to be delivered pursuant to Section 6.1(c) of the Credit Agreement.  The examination by the Borrower’s Accountants in connection with such Financial Statements has been made in accordance with the standards of the United States’ Public Company accounting Oversight Board (or any successor entity).]

In accordance with Section 6.1(d) of the Credit Agreement, attached hereto as Annex B are the calculations used to determine the Consolidated First Lien Leverage Ratio and, if applicable, Consolidated Fixed Charge Coverage Ratio, to determine compliance with each financial covenant contained in Article 5 of the Credit Agreement that are tested on a quarterly basis.

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In accordance with Section 6.1(d) of the Credit Agreement, no Default is continuing as of the date hereof[, except as provided for on Annex C attached hereto, with respect to each of which the Borrower proposes to take the actions set forth on Annex C].

In accordance with Section 6.1(e) of the Credit Agreement, (i) the [Corporate Chart attached hereto as Annex D[-1]] [last Corporate Chart delivered pursuant to such Section)], is correct and complete as of the date hereof, (ii) all documents (including updated schedules as to locations of Collateral and acquisition of Intellectual Property or real property) required to be delivered pursuant to the Loan Documents by any Loan Party in the preceding Fiscal Quarter have been delivered thereunder (or such delivery requirement was otherwise duly waived or extended) and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Group Member or any Subsidiary or joint venture thereof on or prior to the date hereof have been delivered to the Administrative Agent [or are attached hereto as Annex D[-2]].

In accordance with Section 6.1(g) of the Credit Agreement, attached hereto as Annex E is a discussion and analysis of the financial condition and results of operations of the Group Members for the portion of the Fiscal Year elapsed on or prior to the date hereof discussing the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous Fiscal Year.

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[In accordance with Sections 6.1(i) and (j) of the Credit Agreement, attached hereto as Annexes F and G are complete and correct (i) copies of each management letter, audit report or similar letter or report received by any Group Member from any independent registered certified public accountant (including the Group Members’ Accountants) in connection with such Financial Statements or any audit thereof and (ii) a summary of all material insurance coverage maintained as of the date thereof by any Group Member].

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[SIGNATURE PAGE FOLLOWS]

4

IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first written above.

Name:

Title:

[SIGNATURE PAGE TO COMPLIANCE CERTIFICATE OF ONCURE MEDICAL CORP. DATED                ,         ]

EX-10.26

Exhibit 10.26

GUARANTY AND SECURITY AGREEMENT

Dated as of May 13, 2010

among

ONCURE MEDICAL CORP. AND ALL OF THE DIRECT AND INDIRECT SUBSIDIARIES OF ONCURE MEDICAL CORP.,
as Borrower

ONCURE HOLDINGS, INC.,
as Guarantor

Each Grantor
From Time to Time Party Hereto

in favor of

GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent and Collateral Agent

ARTICLE IDEFINED TERMS		2
Section 1.1	Definitions	2
Section 1.2	Certain Other Terms	4
ARTICLE IIGUARANTY		5
Section 2.1	Guaranty	5
Section 2.2	Limitation of Guaranty	5
Section 2.3	Contribution	5
Section 2.4	Authorization; Other Agreements	5
Section 2.5	Guaranty Absolute and Unconditional	6
Section 2.6	Waivers	7
Section 2.7	Reliance	7
ARTICLE IIIGRANT OF SECURITY INTEREST		8
Section 3.1	Collateral	8
Section 3.2	Grant of Security Interest in Collateral	8
ARTICLE IVREPRESENTATIONS AND WARRANTIES		8
Section 4.1	Title; No Other Liens	9
Section 4.2	Perfection and Priority	9
Section 4.3	Jurisdiction of Organization; Chief Executive Office	9
Section 4.4	Locations of Inventory, Equipment and Books and Records	10
Section 4.5	Pledged Collateral	10
Section 4.6	Instruments and Tangible Chattel Paper Formerly Accounts	10
Section 4.7	Intellectual Property	10
Section 4.8	Commercial Tort Claims	11
Section 4.9	Specific Collateral	11
Section 4.10	Enforcement	11
Section 4.11	Representations and Warranties of the Credit Agreement	11
ARTICLE VCOVENANTS		12
Section 5.1	Maintenance of Perfected Security Interest; Further Documentation and Consents	12
Section 5.2	Changes in Locations, Name, Etc.	13
Section 5.3	Pledged Collateral	13
Section 5.4	Accounts	14
Section 5.5	Commodity Contracts	14

Section 5.6	Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper	14
Section 5.7	Intellectual Property	15
Section 5.8	Notices	17
Section 5.9	Notice of Commercial Tort Claims	17
Section 5.10	Compliance with Credit Agreement	17
ARTICLE VIREMEDIAL PROVISIONS		17
Section 6.1	Code and Other Remedies	17
Section 6.2	Accounts and Payments in Respect of General Intangibles	20
Section 6.3	Pledged Collateral	21
Section 6.4	Proceeds to be Turned over to and Held by Administrative Agent	22
Section 6.5	Registration Rights	22
Section 6.6	Deficiency	23
ARTICLE VIITHE ADMINISTRATIVE AGENT		23
Section 7.1	Administrative Agent’s Appointment as Attorney-in-Fact	23
Section 7.2	Authorization to File Financing Statements	25
Section 7.3	Authority of Administrative Agent	25
Section 7.4	Duty; Obligations and Liabilities	25
ARTICLE VIIIMISCELLANEOUS		26
Section 8.1	Reinstatement	26
Section 8.2	Release of Collateral	26
Section 8.3	Independent Obligations	27
Section 8.4	No Waiver by Course of Conduct	27
Section 8.5	Amendments in Writing	27
Section 8.6	Additional Grantors; Additional Pledged Collateral	27
Section 8.7	Notices	28
Section 8.8	Successors and Assigns	28
Section 8.9	Counterparts	28
Section 8.10	Severability	28
Section 8.11	Governing Law	28
Section 8.12	WAIVER OF JURY TRIAL	28

ANNEXES AND SCHEDULES

Annex 1	Form of Pledge Amendment
Annex 2	Form of Joinder Agreement
Annex 3	Form of Intellectual Property Security Agreement
Annex 4	Form of Pledge Registration and Control Agreement
Schedule 1	Commercial Tort Claims
Schedule 2	Filings
Schedule 3	Jurisdiction of Organization; Chief Executive Office
Schedule 4	Location of Inventory and Equipment
Schedule 5	Pledged Collateral
Schedule 6	Intellectual Property

GUARANTY AND SECURITY AGREEMENT, dated as of May 13, 2010, by ONCURE MEDICAL CORP., a Delaware corporation (“Oncure”), FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC., a California corporation (“F&A”), FROG ONCURE SOUTHSIDE, L.L.C., a Florida limited liability company (“Frog”), JAXPET, LLC, a Florida limited liability company (“JaxPet”), JAXPET/POSITECH, L.L.C., a Florida limited liability company (“Positech”), MANATEE RADIATION ONCOLOGY, INC., a Florida corporation (“Manatee”), MICA FLO II, INC., a Delaware corporation (“Mica Flo”), MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation (“Mission Viejo”), POINTE WEST ONCOLOGY, LLC, a Delaware limited liability company (“Pointe West”), RADIATION ONCOLOGY CENTER, LLC, a California limited liability company (“Radiation Oncology”), U.S. CANCER CARE, INC., a Delaware corporation (“US Cancer Care”), USCC ACQUISITION CORP., a Delaware corporation (“USCC Acquisition”), USCC FLORIDA ACQUISITION CORP., a Delaware corporation (“Florida Acquisition”), USCC HEALTHCARE MANAGEMENT CORP., a California corporation (“Healthcare Management”), SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC., a Florida corporation (“Sarasota”), VENICE ONCOLOGY CENTER, INC., a Florida corporation (“Venice”), ENGLEWOOD ONCOLOGY, INC., a Florida corporation (“Englewood”), CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC., a Florida corporation (“Charlotte”), INTERHEALTH FACILITY TRANSPORT, INC., a Florida corporation (“Transport”), SARASOTA COUNTY ONCOLOGY, INC., a Florida corporation (“County”), COASTAL ONCOLOGY, INC. a California corporation (“Coastal”), and SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP., a California corporation (“SCROM”, with F&A, Frog, JaxPet, Positech, Manatee, Mica Flo, Mission Viejo, Pointe West, Radiation Oncology, US Cancer Care, USCC Acquisition, Florida Acquisition, Healthcare Management, Sarasota, Venice, Englewood, Charlotte, Transport, County, Coastal and Oncure, individually and collectively, “Borrower”), and ONCURE HOLDINGS, INC., a Delaware corporation (“Holdings” together with the Borrower, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders and the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement dated as of May 13, 2010 (as the same may be modified from time to time, the “Credit Agreement”) among the Borrower, Holdings, the Lenders and the L/C Issuers from time to time party thereto and GE Capital, as administrative agent and collateral agent for the Lenders and the L/C Issuers, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, Guarantor (as defined herein) has agreed to guaranty the Obligations (as defined in the Credit Agreement) of the Borrower;

WHEREAS, each Grantor will derive substantial direct and indirect benefits from the making of the extensions of credit under the Credit Agreement; and

WHEREAS, it is a condition precedent to the obligation of the Lenders and the L/C Issuers to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent;

NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Credit Agreement and to induce the Lenders and the L/C Issuers to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent as follows:

ARTICLE I

DEFINED TERMS

Section 1.1Definitions.  (a)Capital terms used herein without definition are used as defined in the Credit Agreement.

(b)The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined):  “account”, “account debtor”, “as-extracted collateral”, “certificated security”, “chattel paper”, “commercial tort claim”, “commodity contract”, “deposit account”, “electronic chattel paper”, “equipment”, “farm products”, “financial asset”, “fixture”, “general intangible”, “goods”, “health-care-insurance receivable”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record”, “securities account”, “security”, “supporting obligation” and “tangible chattel paper”.

(c)The following terms shall have the following meanings:

“Agreement” means this Guaranty and Security Agreement.

“Applicable IP Office” means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States.

“Collateral” has the meaning specified in Section 3.1.

“Excluded Equity” means any voting stock in excess of 66% of the outstanding voting stock of any Excluded Foreign Subsidiary.  For the purposes of this definition, “voting stock” means, with respect to any issuer, the issued and outstanding shares of each class of Stock of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

“Excluded Property” means, collectively, (i) Excluded Equity, (ii) any permit or license or any Contractual Obligation entered into by any Grantor (A) that prohibits or requires the consent of any Person other than the Borrower and its Affiliates as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Agreement or any Stock or Stock Equivalent related thereto or (B) to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other

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Requirement of Law, (iii) fixed or capital assets owned by any Grantor that is subject to a purchase money Lien or a Capital Lease if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates as a condition to the creation of any other Lien on such equipment, to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law, and (iv) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed); provided, however, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

“Guaranteed Obligations” has the meaning set forth in Section 2.1.

“Guarantor” means each Grantor other than the Borrower.

“Guaranty” means the guaranty of the Guaranteed Obligations made by the Guarantors as set forth in this Agreement.

“Material Intellectual Property” means Intellectual Property that is owned by or licensed to a Grantor and material to the conduct of any Grantor’s business.

“Pledged Certificated Stock” means all certificated securities and any other Stock or Stock Equivalent of any Person evidenced by a certificate, instrument or other similar document (as defined in the UCC), in each case owned by any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, exceeding $100,000 in the aggregate including all Stock and Stock Equivalents listed on Schedule 5.  Pledged Certificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 7.11 of the Credit Agreement.

“Pledged Collateral” means, collectively, the Pledged Stock and the Pledged Debt Instruments.

“Pledged Debt Instruments” means all right, title and interest of any Grantor in instruments evidencing any Indebtedness owed to such Grantor or other obligations, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, exceeding $100,000 in the aggregate including all Indebtedness described on Schedule 5, issued by the obligors named therein.  Pledged Debt Instruments excludes any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 7.11 of the Credit Agreement

“Pledged Investment Property” means any investment property of any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, exceeding $100,000 in the aggregate other than any Pledged Stock or Pledged Debt Instruments.  Pledged Investment Property excludes any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 7.11 of the Credit Agreement

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“Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated Stock.

“Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any Person that is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all right, title and interest of any Grantor in, to and under any Constituent Document of any partnership or limited liability company to which it is a party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, exceeding $100,000 in the aggregate including in each case those interests set forth on Schedule 5, to the extent such interests are not certificated.  Pledged Uncertificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 7.11 of the Credit Agreement.

“Security Cash Collateral Account” means a Cash Collateral Account that is not a L/C Cash Collateral Account.

“Software” means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.

“Subsidiary Guarantor” means any Guarantor that is a Subsidiary of the Borrower.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of the Administrative Agent’s or any other Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions.

“Vehicles” means all vehicles covered by a certificate of title law of any state.

Section 1.2Certain Other Terms.  (a) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this Agreement.  References herein to an Annex, Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement.  Where the context requires, provisions relating to any Collateral when used in relation to a Grantor shall refer to such Grantor’s Collateral or any relevant part thereof.

(b)Section 1.5 (Interpretation) of the Credit Agreement is applicable to this Agreement as and to the extent set forth therein.

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ARTICLE II

GUARANTY

Section 2.1Guaranty.  To induce the Lenders to make the Loans and the L/C Issuers to Issue Letters of Credit, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Obligations of the Borrower whether existing on the date hereof or hereinafter incurred or created (the “Guaranteed Obligations”).  This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and not of collection.

Section 2.2Limitation of Guaranty.  Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Subsidiary Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Subsidiary Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Subsidiary Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”).  Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

Section 2.3Contribution.  To the extent that any Subsidiary Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the economic benefit actually received by such Subsidiary Guarantor from the Loans and other Obligations and (b) the amount such Subsidiary Guarantor would otherwise have paid if such Subsidiary Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by the Borrower and Holdings) in the same proportion as such Subsidiary Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Subsidiary Guarantors on such date, then such Guarantor shall be reimbursed by such other Subsidiary Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Subsidiary Guarantors on such date.

Section 2.4Authorization; Other Agreements.  The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following:

(a)(i)modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document;

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(b)apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents;

(c)refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation;

(d)(i)Sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the Borrower and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and

(e)settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.

Section 2.5Guaranty Absolute and Unconditional.  Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Administrative Agent):

(a)the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;

(b)the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;

(c)the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;

(d)any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;

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(e)any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or

(f)any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

Section 2.6Waivers.  Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following:  (a) any demand for payment or performance and protest and notice of protest, (b) any notice of acceptance, (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor.  Each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder until the date that all conditions set forth in subparts (A) through (D) of clause (b)(iii) of Section 10.10 (Release of Collateral of Guarantors) of the Credit Agreement are satisfied and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor have terminated or (y) assert any claim, defense, setoff or counterclaim it may have against any other Loan Party or set off any of its obligations to such other Loan Party against obligations of such Loan Party to such Guarantor.  No obligation of any Guarantor hereunder shall be discharged other than by complete performance.

Section 2.7Reliance.  Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower, each other Guarantor and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof that diligent inquiry would reveal, and each Guarantor hereby agrees that no Secured Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances.  In the event any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Secured Party shall be under no obligation to (a) undertake any investigation not a part of its regular business routine, (b) disclose any information that such Secured Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other information to any Guarantor.

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ARTICLE III

GRANT OF SECURITY INTEREST

Section 3.1Collateral.  For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”:

(a)all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, general intangibles, health-care-insurance-receivables, instruments, inventory, investment property and supporting obligations;

(b)the commercial tort claims described on Schedule 1 and on any supplement thereto received by the Administrative Agent pursuant to Section 5.9;

(c)all books and records pertaining to the other property described in this Section 3.1;

(d)all property of such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash;

(e)all other goods (including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and wherever located; and

(f)to the extent not otherwise included, all proceeds of the foregoing;

provided, however, that “Collateral” shall not include any Excluded Property; and provided, further, that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date hereof to constitute Collateral.

Section 3.2Grant of Security Interest in Collateral.  Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Loan Documents, each Grantor hereby represents and warrants each of the following to the Administrative Agent, the Lenders, the L/C Issuers and the other Secured Parties:

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Section 4.1Title; No Other Liens.  Except for the Lien granted to the Administrative Agent pursuant to this Agreement and other Permitted Liens (except for those Permitted Liens not permitted to exist on any Collateral) under any Loan Document (including those permitted under Section 4.2), such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others.  Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien.

Section 4.2Perfection and Priority.  The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Administrative Agent in all Collateral subject, for the following Collateral, to the occurrence of the following:  (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of Control Agreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Administrative Agent over such letter-of-credit rights, (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Administrative Agent over such electronic chattel paper and (vi) in the case of Vehicles, the actions required under Section 5.1(e).  Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent’s Lien by operation of law or unless otherwise permitted by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of Control Agreements with respect to such investment property, (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Administrative Agent of such instruments and tangible chattel paper and (iv) in the case of Pledged Uncertificated Stock, execution by the applicable issuer thereof, Administrative Agent and Grantors of a Pledge Registration and Control Agreement, in the form attached hereto as Annex 4, with respect to all such Pledged Uncertificated Stock.  Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Section 4.3Jurisdiction of Organization; Chief Executive Office.  Such Grantor’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3 and such Schedule 3 also lists all jurisdictions of

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incorporation, legal names and locations of such Grantor’s chief executive office or sole place of business for the five years preceding the date hereof.

Section 4.4Locations of Inventory, Equipment and Books and Records.  On the date hereof, such Grantor’s inventory and equipment (other than inventory or equipment in transit) and books and records concerning the Collateral are kept at the locations listed on Schedule 4 and such Schedule 4 also lists the locations of such inventory, equipment and books and records for the five years preceding the date hereof.

Section 4.5Pledged Collateral.  (a)  The Pledged Stock pledged by such Grantor hereunder (a) is listed on Schedule 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (b) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships) and (c) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms.

(b)As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Administrative Agent in accordance with Section 5.3(a).  As of the Closing Date, Pledge Registration and Control Agreements have been delivered to Administrative Agent with respect to all Pledged Uncertificated Stock in accordance with Section 5.3(a).

(c)Upon the occurrence and during the continuance of an Event of Default, and upon notice by the Administrative Agent to the relevant Grantor or Grantors, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Section 4.6Instruments and Tangible Chattel Paper Formerly Accounts.  No amount payable to such Grantor under or in connection with any account is evidenced by any instrument or tangible chattel paper that has not been delivered to the Administrative Agent, properly endorsed for transfer, to the extent delivery is required by Section 5.6(a).

Section 4.7Intellectual Property.  (a)  Schedule 6 sets forth a true and complete list of the following Intellectual Property such Grantor owns, licenses or otherwise has the right to use:  (i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet Domain Names and (iii) Material Intellectual Property and material Software, separately identifying that owned and licensed to such Grantor and including for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed, (4) as applicable, the registration or application number and registration or application date and (5) any IP Licenses or other rights (including franchises) granted by the Grantor with respect thereto.

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(b)On the Closing Date, all Material Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired and enforceable, and no Material Intellectual Property has been abandoned.  No breach or default of any material IP License shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Material Intellectual Property:  (i) the consummation of the transactions contemplated by any Loan Document or (ii) any holding, decision, judgment or order rendered by any Governmental Authority.  There are no pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes challenging the ownership, use, validity, enforceability of, or such Grantor’s rights in, any Material Intellectual Property of such Grantor.  To such Grantor’s knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of such Grantor.  Such Grantor, and to such Grantor’s knowledge each other party thereto, is not in material breach or default of any material IP License.

Section 4.8Commercial Tort Claims.  The only commercial tort claims of any Grantor existing on the date hereof (regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such commercial tort claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been commenced for such claims) are those listed on Schedule 1, which sets forth such information separately for each Grantor.

Section 4.9Specific Collateral.  None of the Collateral is or is proceeds or products of farm products, as-extracted collateral, or timber to be cut.

Section 4.10Enforcement.  No Permit, notice to or filing with any Governmental Authority or any other Person or any consent from any Person is required for the exercise by the Administrative Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally or any approvals that may be required to be obtained from any bailees or landlords to collect the Collateral.

Section 4.11Representations and Warranties of the Credit Agreement.  The representations and warranties as to such Grantor and its Subsidiaries made by the Borrower in Article IV (Representations and Warranties) of the Credit Agreement are true and correct in all respects on the date hereof and in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) on each date as required by Section 3.2(b) of the Credit Agreement.

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ARTICLE V

COVENANTS

Each Grantor agrees with the Administrative Agent to the following, as long as any Obligation or Commitment remains outstanding and, in each case, unless the Required Lenders otherwise consent in writing:

Section 5.1Maintenance of Perfected Security Interest; Further Documentation and Consents.  (a) Generally.  Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any Requirement of Law or any policy of insurance covering the Collateral except for such violations that could not reasonably have a Material Adverse Effect and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Administrative Agent to Sell any Collateral if such restriction would have a Material Adverse Effect.

(b)Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.

(c)Pursuant to Section 6.1(e) of the Credit Agreement, such Grantor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Administrative Agent.

(d)At any time and from time to time, upon the written request of the Administrative Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Administrative Agent may reasonably request, including (A) using commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Contractual Obligation, including any IP License, held by such Grantor and to enforce the security interests granted hereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.

(e)If requested by the Administrative Agent, the Grantor shall arrange for the Administrative Agent’s first priority security interest to be noted on the certificate of title of each Vehicle with a value in excess of $50,000 and shall file any other necessary documentation in each jurisdiction that the Administrative Agent shall deem advisable to perfect its security interests in such Vehicle.

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(f)To ensure that any of the Excluded Property set forth in clause (ii) of the definition of “Excluded Property” becomes part of the Collateral, such Grantor shall use commercially reasonable efforts to obtain any required consents from any Person other than the Borrower and its Affiliates with respect to any permit or license or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto.

Section 5.2Changes in Locations, Name, Etc.  Except upon 30 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of (a) all documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein and (b) if applicable, a written supplement to Schedule 4 showing any additional locations at which inventory or equipment shall be kept, such Grantor shall not do any of the following:

(i)permit any inventory or equipment to be kept at a location other than those listed on Schedule 4, except for (A) inventory or equipment in transit, (B) equipment which is being repaired and (C) equipment that is no longer used or useful in the Grantors’ business having an aggregate value not to exceed $500,000 at any time, provided that such Grantor shall give notice (in reasonable detail) of any such relocation of equipment for repairs and/or relocation of equipment described in subpart (C);

(ii)change its jurisdiction of organization or its location, in each case from that referred to in Section 4.3; or

(iii)change its legal name or organizational identification number, if any, or corporation, limited liability company, partnership or other organizational structure to such an extent that any financing statement filed in connection with this Agreement would become misleading.

Section 5.3Pledged Collateral.  (a)  Delivery of Pledged Collateral.  Such Grantor shall (i) deliver to the Administrative Agent, in suitable form for transfer and in form and substance satisfactory to the Administrative Agent, (A) all Pledged Certificated Stock, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property, (ii) maintain all other Pledged Investment Property in a Controlled Securities Account, and (iii) deliver to the Administrative Agent, Pledge Registration and Control Agreements, in the form attached hereto as Annex 4, with respect to all Pledged Uncertificated Stock of any Subsidiary and use commercially reasonable efforts to obtain such Pledge Registration and Control Agreement from any other issuer of Pledged Uncertificated Stock.  Without limiting the requirements of the foregoing sentence to the extent a Pledge Registration and Control Agreement is not executed by an issuer, no Grantor shall take any action that would allow any Pledged Stock consisting of an interest in a partnership or a limited liability company to (i) be dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provide that it is a security governed by Article 8 of the UCC, (iii) be an investment company security, (iv) be held in a securities account or (v) constitute a security or a financial asset; provided that the Pledged Stock of Sonora Radiation Oncology, L.L.C. may be governed by Article 8 of the UCC so long as (i) such Pledged Stock is not evidenced by a certificate (unless

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such certificate is delivered to Administrative Agent in suitable form for transfer) and (ii) such Pledged Stock is not subject to the “control” (as such term is used in Article 8 of the UCC) of any Person other than the Administrative Agent.

(b)Event of Default.  During the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.

(c)Cash Distributions with respect to Pledged Collateral.  Except as provided in Article VI, such Grantor shall be entitled to receive all cash distributions paid in respect of the Pledged Collateral.

(d)Voting Rights.  Except as provided in Article VI, such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would be inconsistent with or result in any violation of any provision of any Loan Document.

Section 5.4Accounts.  (a) Such Grantor shall not, other than in the ordinary course of business, (i) grant any extension of the time of payment of any account, (ii) compromise or settle any account having a value in excess of $500,000.00 for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any account, (iv) allow any credit or discount on any account or (v) amend, supplement or modify any account in any manner that could adversely affect the value thereof.

(b)The Administrative Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith.  At any time and from time to time, upon the Administrative Agent’s request, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the accounts; provided, however, that unless a Default shall be continuing, the Administrative Agent shall request no more than two such reports during any calendar year.

Section 5.5Commodity Contracts.  Such Grantor shall not have any commodity contract other than with a Person approved by the Administrative Agent and subject to a Control Agreement.

Section 5.6Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.  (a) If any amount in excess of $50,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with Section 5.3(a) and in the possession of the

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Administrative Agent, such Grantor shall mark all such instruments and tangible chattel paper with the following legend:  “This writing and the obligations evidenced or secured hereby are subject to the security interest of General Electric Capital Corporation, as Administrative Agent” and, at the request of the Administrative Agent, shall immediately deliver such instrument or tangible chattel paper to the Administrative Agent, duly indorsed in a manner reasonably satisfactory to the Administrative Agent; provided, however, that unless an Event of Default has occurred and is continuing, the Administrative Agent shall, promptly upon the request of Borrower, make appropriate arrangements for making all tangible chattel paper or instrument previously delivered to Administrative Agent available to Borrower for purposes of presentation, collection and renewal.

(b)Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any investment property (other than investment property consisting of Cash Equivalents held in a securities account and having an aggregate fair market value not in excess of $100,000 at any time, with respect to which “control” (within the meaning of such term under Article 9-106 of the UCC) is granted to another Person solely in connection with the consummation of a Permitted Acquisition or a Sale of property that is permitted by the Credit Agreement)  to any Person other than the Administrative Agent and, pursuant to the terms of the Intercreditor Agreement, Second Lien Agent.

(c)If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $50,000 (or, when added to all letters of credit for which any Grantor is a beneficiary, with an aggregate value in excess of $250,000), such Grantor shall promptly, and in any event within 2 Business Days after becoming a beneficiary, notify the Administrative Agent thereof and enter into a Contractual Obligation with the Administrative Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of credit.  Such Contractual Obligation shall assign such letter-of-credit rights to the Administrative Agent and such assignment shall be sufficient in all material respects to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC).  Such Contractual Obligation shall also direct all payments thereunder to a Security Cash Collateral Account.  The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Administrative Agent.

(d)If any amount in excess of $50,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all steps necessary to grant the Administrative Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

Section 5.7Intellectual Property.  (a) Within 60 days after any change to Schedule 6 for such Grantor, such Grantor shall provide the Administrative Agent notification thereof and the short-form intellectual property agreements and assignments as described in this Section 5.7 and other documents that the Administrative Agent reasonably requests with respect thereto.

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(b)Such Grantor shall (and shall cause all its licensees to) (i) (1) use commercially reasonable efforts to continue to use each Trademark that is Material Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) use commercially reasonable efforts to maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent shall obtain a perfected security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (y) any portion of the Copyrights included in the Material Intellectual Property may become invalidated, otherwise impaired or fall into the public domain or (z) any Trade Secret that is Material Intellectual Property may become publicly available or otherwise unprotectable.

(c)Such Grantor shall notify the Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the validity or enforceability or such Grantor’s ownership of, interest in, right to use, register, own or maintain any Material Intellectual Property (including the institution of, or any such determination or development in, any proceeding relating to the foregoing in any Applicable IP Office).  Such Grantor shall take all actions that are necessary or reasonably requested by the Administrative Agent to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included in the Material Intellectual Property.

(d)Such Grantor shall not knowingly do any act or omit to do any act to infringe, misappropriate, dilute, violate or otherwise impair in any material respects the Intellectual Property of any other Person.  In the event that any Material Intellectual Property of such Grantor is or has been infringed, misappropriated, violated, diluted or otherwise impaired by a third party, such Grantor shall take such action as it reasonably deems appropriate under the circumstances in response thereto, including promptly bringing suit and recovering all damages therefor.

(e)Such Grantor shall execute and deliver to the Administrative Agent in form and substance reasonably acceptable to the Administrative Agent and suitable for (i) filing in the Applicable IP Office the short-form intellectual property security agreements in the form attached hereto as Annex 3 for all Copyrights, Trademarks, Patents and IP Licenses of such Grantor and (ii) recording with the appropriate Internet domain name registrar, a duly executed form of assignment for all Internet Domain Names of such Grantor (together with appropriate supporting documentation as may be requested by the Administrative Agent).

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Section 5.8Notices.  Such Grantor shall promptly notify the Administrative Agent in writing of its acquisition of any interest hereafter in property that is of a type where a security interest or lien must be or may be registered, recorded or filed under, or notice thereof given under, any federal statute or regulation.

Section 5.9Notice of Commercial Tort Claims.  Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim (whether from another Person or because such commercial tort claim shall have come into existence) with a value in excess of $100,000 (or, when added to all commercial tort claims of all Grantors, with an aggregate value in excess of $250,000), (i) such Grantor shall, immediately upon such acquisition, deliver to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, a notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 3.1 shall apply to such commercial tort claim and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, any document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a perfected security interest having at least the priority set forth in Section 4.2 in all such commercial tort claims.  Any supplement to Schedule 1 delivered pursuant to this Section 5.9 shall, after the receipt thereof by the Administrative Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Section 5.10Compliance with Credit Agreement.  Such Grantor agrees to comply with all covenants and other provisions applicable to it under the Credit Agreement, including Sections 2.17 (Taxes), 11.3 (Costs and Expenses) and 11.4 (Indemnities) of the Credit Agreement and agrees to the same submission to jurisdiction as that agreed to by the Borrower in the Credit Agreement.

ARTICLE VI

REMEDIAL PROVISIONS

Section 6.1Code and Other Remedies.  (a)  UCC Remedies.  During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligation, all rights and remedies of a secured party under the UCC or any other applicable law.

(b)Disposition of Collateral.  Without limiting the generality of the foregoing, the Administrative Agent may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity

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for a hearing on the Administrative Agent’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) Sell, grant option or options to purchase and deliver any Collateral (enter into Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk.  The Administrative Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other applicable Requirements of Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released.

(c)Management of the Collateral.  Each Grantor further agrees, that, during the continuance of any Event of Default, (i) at the Administrative Agent’s request, it shall assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, (ii) without limiting the foregoing, the Administrative Agent also has the right to require that each Grantor store and keep any Collateral pending further action by the Administrative Agent and, while any such Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until the Administrative Agent is able to Sell any Collateral, the Administrative Agent shall have the right to hold or use such Collateral to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent and (iv) the Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.  The Administrative Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to any Collateral while such Collateral is in the possession of the Administrative Agent.

(d)Application of Proceeds.  The Administrative Agent shall apply the cash proceeds of any action taken by it pursuant to this Section 6.1, after deducting all reasonable and documented costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, as set forth in the Credit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any Requirement of Law, need the Administrative Agent account for the surplus, if any, to any Grantor.

(e)Direct Obligation.  Neither the Administrative Agent nor any other Secured Party shall be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor, any other Loan Party or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof.  All of the rights and remedies of the Administrative Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights

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or remedies provided by any Requirement of Law.  To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any Lender, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

(f)Commercially Reasonable.  To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following:

(i)fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition;

(ii)fail to obtain Permits, or other consents, for access to any Collateral to Sell or for the collection or Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral;

(iii)fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral;

(iv)advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral;

(v)exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral;

(vi)dispose of assets in wholesale rather than retail markets;

(vii)disclaim disposition warranties, such as title, possession or quiet enjoyment; or

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(viii)purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral.

Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1.  Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

(g)IP Licenses.  For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell or grant options to purchase any Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all Real Property owned, operated, leased, subleased or otherwise occupied by such Grantor.

Section 6.2Accounts and Payments in Respect of General Intangibles.  (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Administrative Agent at any time during the continuance of an Event of Default, any payment of accounts or payment in respect of general intangibles, when collected by any Grantor, shall be promptly (and, in any event, within 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent, in a Security Cash Collateral Account, subject to withdrawal by the Administrative Agent as provided in Section 6.4.  Until so turned over, such payment shall be held by such Grantor in trust for the Administrative Agent, segregated from other funds of such Grantor.  Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(b)At any time during the continuance of an Event of Default:

(i)each Grantor shall, upon the Administrative Agent’s request, deliver to the Administrative Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and

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shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent;

(ii)the Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any account or amounts due under any general intangible.  In addition, the Administrative Agent may at any time enforce such Grantor’s rights against such account debtors and obligors of general intangibles; and

(iii)each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Administrative Agent to ensure any Internet Domain Name is registered.

(c)Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account and each payment in respect of general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto.  No Secured Party shall have any obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an account or a payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Section 6.3Pledged Collateral.  (a) Voting Rights.  During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

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(b)Proxies.  In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

(c)Authorization of Issuers.  Each Grantor hereby expressly irrevocably authorizes and instructs, without any further instructions from such Grantor, each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that states that an Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each Grantor agrees that such issuer shall be fully protected from Liabilities to such Grantor in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or make any other payment with respect to the Pledged Collateral directly to the Administrative Agent.

Section 6.4Proceeds to be Turned over to and Held by Administrative Agent.  Unless otherwise expressly provided in the Credit Agreement or this Security Agreement, all proceeds of any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to the Administrative Agent in the exact form received (with any necessary endorsement).  All such proceeds of Collateral and any other proceeds of any Collateral received by the Administrative Agent in cash or Cash Equivalents shall be held by the Administrative Agent in a Security Cash Collateral Account.  All proceeds being held by the Administrative Agent in a Security Cash Collateral Account (or by such Grantor in trust for the Administrative Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Credit Agreement.

Section 6.5Registration Rights.  (a) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms

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less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.  The Administrative Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or under applicable state securities laws even if such issuer would agree to do so.

(b)Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Pledged Collateral pursuant to this Section 6.5 valid and binding and in compliance with all applicable Requirements of Law.  Each Grantor further agrees that a breach of any covenant contained in this Section 6.5 will cause irreparable injury to the Administrative Agent and other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.5 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Section 6.6Deficiency.  Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Administrative Agent or any other Secured Party to collect such deficiency.

ARTICLE VII

THE ADMINISTRATIVE AGENT

Section 7.1Administrative Agent’s Appointment as Attorney-in-Fact.  (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:

(i)in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;

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(ii)in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii)pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);

(iv)execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or

(v)(A)direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, grant a Lien on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do.

(b)If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.

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(c)The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand.

(d)Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1.  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Section 7.2Authorization to File Financing Statements.  Each Grantor authorizes the Administrative Agent and its Related Persons, at any time and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect the security interests of the Administrative Agent under this Agreement, and such financing statements and amendments may described the Collateral covered thereby as “all assets of the debtor”.  A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.  Such Grantor also hereby ratifies its authorization for the Administrative Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof.

Section 7.3Authority of Administrative Agent.  Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any inquiry respecting such authority.

Section 7.4Duty; Obligations and Liabilities.  (a) Duty of Administrative Agent.  The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account.  The powers conferred on the Administrative Agent hereunder are solely to protect the Administrative Agent’s interest in the Collateral and shall not impose any duty upon the Administrative Agent to exercise any such powers.  The Administrative Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.  In addition, the Administrative Agent shall not be liable or responsible for any loss or damage to

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any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Administrative Agent in good faith.

(a)Obligations and Liabilities with respect to Collateral.  No Secured Party and no Related Person thereof shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to any Collateral.  The powers conferred on the Administrative Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers.  The other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

ARTICLE VIII

MISCELLANEOUS

Section 8.1Reinstatement.  Each Grantor agrees that, if any payment made by any Loan Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made.  If, prior to any of the foregoing, (a) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

Section 8.2Release of Collateral.  (a)  At the time provided in clause (b)(iii) of Section 10.10 (Release of Collateral or Guarantors) of the Credit Agreement, the Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors.  Each Grantor is hereby authorized to file UCC amendments at such time evidencing the termination of the Liens so released.  At the request of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

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(b)If the Administrative Agent shall be directed or permitted pursuant to clause (i) or (ii) of Section 10.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such clauses (i) and (ii).  In connection therewith, the Administrative Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release.

(c)At the time provided in Section 10.10(a) of the Credit Agreement and at the request of the Borrower, a Grantor shall be released from its obligations hereunder in the event that all the Securities of such Grantor shall be Sold to any Person that is not an Affiliate of Holdings, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Section 8.3Independent Obligations.  The obligations of each Grantor hereunder are independent of and separate from the Secured Obligations and the Guaranteed Obligations.  If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon any Event of Default, the Administrative Agent may, at its sole election, proceed directly and at once, without notice, against any Grantor and any Collateral to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation then due, without first proceeding against any other Grantor, any other Loan Party or any other Collateral and without first joining any other Grantor or any other Loan Party in any proceeding.

Section 8.4No Waiver by Course of Conduct.  No Secured Party shall by any act (except by a written instrument pursuant to Section 8.6), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default.  No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

Section 8.5Amendments in Writing.  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 11.1 of the Credit Agreement; provided, however, that annexes to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1 and Annex 2, respectively, in each case duly executed by the Administrative Agent and each Grantor directly affected thereby.

Section 8.6Additional Grantors; Additional Pledged Collateral.  (a)  Joinder Agreements.  If, at the option of the Borrower or as required pursuant to Section 7.10 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a

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party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date.

(b)Pledge Amendments.  To the extent any Pledged Collateral has not been delivered as of the Closing Date, such Grantor shall deliver a pledge amendment duly executed by the Grantor in substantially the form of Annex 1 (each, a “Pledge Amendment”).  Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement.  Without limiting any other terms of this Agreement, such Grantor further agrees to comply with Section 5.3(a) with respect to any additional Pledged Collateral that is Pledged Stock (whether certificated or uncertificated) or Pledged Investment Property.

Section 8.7Notices.  All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 11.11 of the Credit Agreement; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the Borrower’s notice address set forth in such Section 11.11.

Section 8.8Successors and Assigns.  This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of each Secured Party and their successors and assigns; provided, however, that, except in connection with a transaction between two Grantors that is permitted by the terms of the Credit Agreement, no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.

Section 8.9Counterparts.  This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.  Delivery of an executed signature page of this Agreement by facsimile transmission or by Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 8.10Severability.  Any provision of this Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Agreement or any part of such provision in any other jurisdiction.

Section 8.11Governing Law.  This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to choice of law rules to the extent the application of the laws of another jurisdiction would be required thereby.

Section 8.12WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES

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THAT NO OTHER PARTY AND NO RELATED PERSON OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Security Agreement to be duly executed and delivered as of the date first above written.

BORROWER:	ONCURE MEDICAL CORP., a Delaware corporation FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC., a California corporation FROG ONCURE SOUTHSIDE, L.L.C., a Florida limited liability company JAXPET, LLC, a Florida limited liability company JAXPET/POSITECH, L.L.C., a Florida limited liability company MANATEE RADIATION ONCOLOGY, INC., a Florida corporation MICA FLO II, INC., a Delaware corporation MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation POINTE WEST ONCOLOGY, LLC, a Delaware limited liability company RADIATION ONCOLOGY CENTER, LLC, a California limited liability company U.S. CANCER CARE, INC., a Delaware corporation USCC ACQUISITION CORP., a Delaware corporation USCC FLORIDA ACQUISITION CORP., a Delaware corporation USCC HEALTHCARE MANAGEMENT CORP., a California  corporation
		By	/s/ L. Duane Choate
			L. Duane Choate
			As President and Chief Executive Officer of each of the above entities and in such capacity, intending by this signature to legally bind each of the above entities

BORROWER:	SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC., a Florida corporation VENICE ONCOLOGY CENTER, INC., a Florida corporation ENGLEWOOD ONCOLOGY, INC., a Florida corporation CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC., a Florida corporation INTERHEALTH FACILITY TRANSPORT, INC., a Florida corporation SARASOTA COUNTY ONCOLOGY, INC., a Florida corporation COASTAL ONCOLOGY, INC., a California corporation SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP., a California corporation
		By	/s/ L. Duane Choate
			L. Duane Choate
			As President and Chief Executive Officer of each of the above entities and in such capacity, intending by this signature to legally bind each of the above entities
HOLDINGS:	ONCURE HOLDINGS, INC., a Delaware corporation
	By	/s/ L. Duane Choate
		L. Duane Choate
		President and Chief Executive Officer

ACCEPTED AND AGREED	GENERAL ELECTRIC CAPITAL CORPORATION
as of the date first above written:		as Administrative Agent
	By:	/s/ Brent Shepherd
		Brent Shepherd
		Duly Authorized Signatory

SCHEDULE I

TO

[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT

[Copyright] [Patent] [Trademark] Registrations

A.	REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS]
	[Include Registration Number and Date]
B.	[COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS
	[Include Application Number and Date]
C.	IP LICENSES
	[Include complete legal description of agreement (name of agreement, parties and date)]

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ANNEX 4
TO
GUARANTY AND SECURITY AGREEMENT

FORM OF PLEDGE REGISTRATION AND CONTROL AGREEMENT

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EX-10.27

Exhibit 10.27

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT (as amended, restated, supplemented or modified from time to time, and together with each Intercreditor Agreement Joinder, this “Agreement”) dated as of May 13, 2010, by and among the First Lien Agent (as defined below), Wilmington Trust FSB, in its capacity as Trustee and as Second Lien Agent (each as defined below) and each other First Lien Series Representative and Second Lien Series Representative (each as defined below) that becomes a party to this Agreement pursuant to an Intercreditor Agreement Joinder.

RECITALS:

WHEREAS, Oncure Medical Corp., a Delaware corporation (“Oncure”), the other borrowers named therein (together with their successors and assigns, including any receiver, trustee or debtor-in-possession, a “Borrower,” and collectively, the “Borrowers”), OnCure Holdings, Inc., a Delaware corporation (together with its successors and assigns, including any receiver, trustee or debtor-in-possession, “Holdings”), the other Loan Parties (as defined therein), the Lenders (as defined therein) and General Electric Capital Corporation, as agent, are parties to a Credit Agreement dated as of May 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Initial First Lien Loan Agreement”), pursuant to which such Lenders and L/C Issuer (as defined therein) have made and will from time to time make loans and provide other financial accommodations to the Borrowers;

WHEREAS, Holdings, certain of its subsidiaries, and Wilmington Trust FSB (together with any successor trustee thereunder, the “Trustee”), as trustee for the Holders (as defined in the Indenture) (together with their successors and assigns, the “Note Holders”) are parties to an indenture, dated as of May 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, as more specifically defined below, the “Indenture”), pursuant to which Holdings will issue, and each of the other Obligors (as hereinafter defined) will guarantee, $210,000,000 in aggregate original principal amount of Holdings’ 11¾% senior secured notes to the Note Holders;

WHEREAS, Holdings, the Borrowers and the other Obligors (as defined below) have granted to the First Lien Agent, for the benefit of the First Lien Creditors (as defined below), a Lien (as defined below) on substantially all of their assets and properties, all as more particularly described in the First Lien Documents (as defined below);

WHEREAS, Holdings, the Borrowers and the other Obligors have granted to the Second Lien Agent, for the benefit of the Second Lien Creditors (as defined below), a Lien on substantially all of their assets and properties, all as more particularly described in the Second Lien Documents (as defined below);

WHEREAS, the Second Lien Agent, on behalf of the Second Lien Creditors, and the First Lien Agent, on behalf of the First Lien Creditors, wish to set forth their agreement as to certain of their respective rights and obligations with respect to the assets and properties of Holdings, the Borrowers and the other Obligors and their understanding relative to their respective positions in certain assets and properties of Holdings, the Borrowers and the other Obligors; and

WHEREAS, the parties hereto desire to provide that certain future Secured Creditors of Holdings, the Borrowers and any other Obligors may become party to, and have their respective Liens governed by, the provisions of this Agreement in accordance with all applicable Documents, subject to the terms and provisions hereof.

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

Section 1.Definitions.

1.1General Terms.  As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and the plural forms of the terms defined:

“Additional Secured Obligations” has the meaning set forth in Section 2.14.

“Agent” means the First Lien Agent or the Second Lien Agent, as applicable.

“Agent’s Notice” shall have the meaning set forth in Section 5.1.

“Agreement” shall have the meaning set forth in the preamble hereof.

“Bankruptcy Code” means the provisions of Title 11 of the United States Code, 11 U.S.C. §§101 et seq.

“Bankruptcy Law” means the Bankruptcy Code and any other federal, state or foreign bankruptcy, insolvency, receivership or similar law.

“Borrower” and “Borrowers” shall have the meaning set forth in the recitals hereof.

“Business Day” means any day of the year that is not a Saturday, a Sunday or a day on which banks are required or authorized to close in Irvine, California, Englewood, Colorado or New York City.

“Class” means (i) in the case Second Lien Obligations, all Series of Second Lien Obligations, taken together, and (ii) in the case of First Lien Obligations, all Series of First Lien Obligations, taken together.

“Collateral” means all assets and properties of any kind whatsoever, real or personal, tangible or intangible and wherever located, of any Obligor, whether now owned or hereafter acquired, upon which a Lien (including, without limitation, any Liens granted in any Insolvency Proceeding) is now or hereafter granted or purported to be granted by such Obligor in favor of a Secured Creditor, as security for all or any part of the Obligations.

“Credit Facilities” means (i)  any credit facility established under the First Lien Loan Agreement and (ii) any other debt facilities or commercial paper facilities permitted to be established pursuant to the Documents and this Agreement, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing

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(including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or Refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Debt Action” means (a) the filing of a lawsuit by any Secured Creditor solely to collect the Obligations owed to such Secured Creditor and not to exercise their secured creditor remedies in respect of the Collateral (it being understood and agreed that the taking of any action to enforce or execute a judgment on Collateral through attachment, levy, garnishment or similar action is an Enforcement Action and not a Debt Action), (b) the demand by any Secured Creditor for accelerated payment of any and all of the Obligations owed to such Secured Creditor, (c) the filing of any notice of claim and the voting of any such claim in any Insolvency Proceeding to the extent consistent with the terms of this Agreement involving an Obligor, (d) the filing of any motion in any Insolvency Proceeding permitted under Section 6 or (e) the filing of any defensive pleading in any Insolvency Proceeding consistent with the terms of this Agreement.

“Designated Permitted Second Lien Disposition” shall have the meaning set forth in Section 2.10(a).

“DIP Financing” shall have the meaning set forth in Section 6.2.

“DIP Liens shall have the meaning set forth in Section 6.2.

“Disposition” means any sale, lease, exchange, transfer or other disposition, and “Dispose” and “Disposed of” shall have correlative meanings.

“Distribution” means, with respect to any indebtedness or obligation, (a) any payment or distribution by any Person of cash, securities or other property, by setoff or otherwise, on account of such indebtedness or obligation or (b) any redemption, purchase or other acquisition of such indebtedness or obligation by any Person.

“Documents” means the First Lien Documents and the Second Lien Documents, or any of them.

“Enforcement Action” means (a) any action by any Secured Creditor to foreclose on the Lien of such Person in any Collateral, (b) any action by any Secured Creditor to take possession of, or sell or otherwise realize upon, or to exercise any other rights or remedies with respect to, any Collateral, including any Disposition after the occurrence of an Event of Default of any Collateral by an Obligor with the consent of, or at the direction of, a Secured Creditor, (c) the taking of any other actions by a Secured Creditor against any Collateral, including the taking of control or possession of, or the exercise of any right of setoff with respect to, any Collateral and/or (d) the commencement by any Secured Creditor of any legal proceedings or actions against or with respect to any Obligor or any of such Obligor’s property or assets or any Collateral to facilitate any of the actions described in clauses (a), (b) and (c) above, including the commencement of any Insolvency Proceeding; provided that this definition shall not include any Debt Action.

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“Event of Default” means each “Event of Default” or similar term, as such term is defined in any First Lien Document or any Second Lien Document.

“Excluded First Lien Obligations” means, collectively at any time of calculation, (a) the aggregate outstanding principal amount of First Lien Obligations and outstanding amount of First Lien Letter of Credit Obligations that exceed the Maximum First Lien Principal Amount at such time and (b) any interest and letter of credit fees payable on account of the excess amounts described in clause (a).

“Excluded Second Lien Obligations” means, collectively at any time of calculation, (a) the aggregate outstanding principal amount of Second Lien Obligations that exceed the Maximum Second Lien Principal Amount at such time and (b) any interest payable on account of the excess amounts described in clause (a).

“Final Order” means an order of the Bankruptcy Court or any other court of competent jurisdiction as to which the time to appeal, petition for certiorari, or move for reargument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for reargument or rehearing shall then be pending or as to which any right to appeal, petition for certiorari, reargue, or rehear shall have been waived in writing in form and substance satisfactory to the First Lien Agent, or, in the event that an appeal, writ of certiorari, or reargument or rehearing thereof has been filed or sought, such order of the Bankruptcy Court or other court of competent jurisdiction shall have been affirmed by the highest court to which such order was appealed, or from which certiorari, reargument or rehearing was sought, and the time to take any further appeal, petition for certiorari or move for reargument or rehearing shall have expired; provided that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure or any analogous rule under the Federal Rules of Bankruptcy Procedure or applicable state court rules of civil procedure, may be filed with respect to such order shall not cause such order not to be a Final Order.

“First Lien” means any Lien granted pursuant to any First Lien Document to any First Lien Series Representative, at any time, upon any property of any Obligor to secure First Lien Obligations.

“First Lien Agent” means General Electric Capital Corporation in its capacity as collateral agent for the First Lien Creditors under the First Lien Loan Agreement and related First Lien Documents, and its successors and assigns in such capacity (including one or more other agents or similar contractual representatives for one or more lenders that at any time succeeds to or refinances, replaces or substitutes for any or all of the related First Lien Obligations at any time and from time to time) and any other Person designated as a collateral agent with respect to any other Series of First Lien Obligations; provided that, until the First Lien Obligations arising under or in connection with the First Lien Loan Agreement have been Paid in Full, General Electric Capital Corporation and its successors, each in its capacity as collateral agent under the First Lien Loan Agreement and related First Lien Documents shall be the sole authorized Person to act as the First Lien Agent with respect to the First Lien Obligations under the First Lien Loan Agreement and each other Series of First Lien Obligations unless otherwise determined by the then First Lien Agent and the Requisite First Lien Creditors at the time such other Series of First Lien Obligations are incurred (such determination to be evidenced in the

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Intercreditor Agreement Joinder executed and delivered in connection with the issuance of such Series of First Lien Obligations).  When the First Lien Obligations under the First Lien Loan Agreement have been Paid in Full, the First Lien Agent shall be the First Lien Series Representative with respect to any other Series of First Lien Obligations or, if there is more than one such First Lien Series Representative, the First Lien Agent shall be any such First Lien Series Representative that is designated by the Requisite First Lien Creditors as the First Lien Agent by written notice to the Second Lien Agent and Borrowers in accordance with this Agreement.  At no time shall there be more than one First Lien Agent.

“First Lien Avoidance” shall have the meaning set forth in Section 6.4.

“First Lien Creditors” means the First Lien Agent, each other First Lien Series Representative, the First Lien Lenders and the other Persons from time to time holding First Lien Obligations.

“First Lien Deficiency” means any portion of the First Lien Obligations consisting of an allowed unsecured claim under Section 506(a) of the Bankruptcy Code (or any similar provision under any other Bankruptcy Law) as determined by a Final Order.

“First Lien Documents” means (a) the First Lien Loan Agreement, all Loan Documents (as such term is defined in the First Lien Loan Agreement) and all other agreements, documents and instruments at any time executed and/or delivered by any Obligor or any other Person with, to or in favor of the First Lien Agent or any First Lien Creditor in connection therewith or related thereto, and (b) the agreements, documents and instruments evidencing or related to any other Credit Facility pursuant to which any First Lien Obligations are incurred, in each case (each of clauses (a) and (b)), including such documents evidencing successive Refinancings of the related First Lien Obligations, in each case, as amended, amended and restated, supplemented, modified, replaced, substituted or renewed from time to time.

“First Lien Lenders” shall mean all Lenders and L/C Issuer (each as defined in First Lien Loan Agreement), and other Persons from time to time a party to First Lien Documents as lenders or issuers of letters of credit.

“First Lien Letter of Credit Obligations” means all outstanding obligations incurred by or owing to the First Lien Creditors, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of letters of credit by a First Lien Creditor or another issuer pursuant to the First Lien Documents or the purchase of a participation with respect to any letter of credit, including any unpaid reimbursement obligations in respect thereof.  The amount of such First Lien Letter of Credit Obligations shall equal the maximum amount that may be payable at such time or at any time thereafter by or to the First Lien Creditors thereupon or pursuant thereto.

“First Lien Loan Agreement” means (a) the Initial First Lien Loan Agreement and (b) each loan or credit agreement evidencing any initial or subsequent replacement, substitution, renewal, or Refinancing of the Obligations under the Initial First Lien Loan Agreement, in each case as the same may from time to time be amended, restated, supplemented, modified, replaced, substituted, renewed or Refinanced.

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“First Lien Loans” means any loans or advances outstanding under the First Lien Documents.

“First Lien Obligations” means (a) all obligations, liabilities and indebtedness of every kind, nature and description owing by one or more of the Obligors to one or more of the First Lien Creditors evidenced by or arising under one or more of the First Lien Loan Agreement or First Lien Documents relating thereto (including any First Lien Loans, First Lien Letter of Credit Obligations and Hedging Obligations thereunder), and (b) all obligations, liabilities and indebtedness of every kind, nature and description owing by one or more of the Obligors to one or more of the First Lien Creditors arising under any other Credit Facility that is secured equally and ratably with the First Lien Loan Agreement by a First Lien that was permitted to be incurred and so secured pursuant to Section 2.14, in each case (in the case of clauses (a) and (b)), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and reasonable expenses, however evidenced, and whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the First Lien Loan Agreement or other Series of First Lien Obligations and whether arising before, during or after the commencement of any Insolvency Proceeding with respect to one or more of the Obligors (and including the payment of any principal, interest, fees, cost, expenses and other amounts (including default rate interest) which would accrue and become due but for the commencement of such Insolvency Proceeding whether or not such amounts are allowed or allowable in whole or in part in any such Insolvency Proceeding).  As used in this Agreement, the phrase “outstanding principal amount of First Lien Obligations” or words of like import means the principal amount of First Lien Loans and does not include commitments to make First Lien Loans.

“First Lien Secured Claims” means any portion of the First Lien Obligations not constituting a First Lien Deficiency.

“First Lien Series Representative” means (a) in the case of the First Lien Loan Agreement, the First Lien Agent; and (b) in the case of any other Series of First Lien Obligations, the trustee, agent or representative of the holders of such Series of First Lien Obligations who either maintains the transfer register for such Series of First Lien Obligations and or is appointed as a representative of the First Lien Obligations (for purposes related to the administration of the applicable First Lien Documents) pursuant to a credit agreement or other agreement governing such Series of First Lien Obligations, and who has executed an Intercreditor Agreement Joinder.

“First Lien Termination Date” means the date on which all First Lien Obligations have been Paid in Full.

“Hedging Obligations” means all obligations of any Obligor under and in respect of any Secured Hedging Agreement (or any similar or equivalent term) under and as defined in the First Lien Loan Agreement or other Credit Facility.

“Holdings” has the meaning set forth in the recitals hereof.

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“Indebtedness” means and includes all obligations that constitute “Indebtedness” as defined in the Indenture as in effect on the date of this Agreement, it being understood and agreed that the term “Indebtedness” and calculations of the amount of Indebtedness or amount of Indebtedness that may be incurred shall not include unused commitments to provide Indebtedness.

“Indenture” has the meaning set forth in the recitals hereto and shall include each note or indenture evidencing any replacement, substitution, renewal, or Refinancing of the Second Lien Obligations under the Indenture.

“Initial First Lien Loan Agreement” shall have the meaning set forth in the recitals hereto.

“Insolvency Proceeding” means, as to any Obligor, any of the following:  (a) any case or proceeding with respect to such Person under the Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization or other law affecting creditors’ rights or any other or similar proceedings seeking any stay, reorganization, arrangement, composition or readjustment of the obligations and indebtedness of such Obligor, (b) any proceeding seeking the appointment of any trustee, receiver, liquidator, custodian or other insolvency official with similar powers with respect to such Obligor or any of its assets, (c) any proceeding for liquidation, dissolution or other winding up of the business of such Obligor or (d) any assignment for the benefit of creditors or any marshalling of assets of such Obligor.

“Intercreditor Agreement Joinder” means an agreement substantially in the form of Exhibit A or with such changes thereto as may be required by the Agent for the Additional Secured Obligations to which such agreement relates.

“Junior Adequate Protection Liens” shall have the meaning set forth in Section 6.2(b).

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or otherwise), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention arrangement, the interest of a lessor under a capital lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“Maximum First Lien Principal Amount” means, as of any date of determination, an amount equal to (a) the amount of Indebtedness that can be incurred by the Borrowers at such time within the limits of clause “(1)” of the definition of “Permitted Debt” (under and as such term is defined in the Indenture as of the date hereof or as amended with the written consent of the Requisite First Lien Creditors); provided that, in calculating such amount, any Indebtedness not constituting First Lien Obligations shall be excluded, plus (b) $5,000,000 plus (c) solely as a component of a DIP Financing, $10,000,000, plus (d) Hedging Obligations, cash management, interest, fees, costs, expenses, indemnities and other amounts payable pursuant to the terms of the First Lien Documents (other than Excluded First Lien Obligations), whether or not the same are added to the principal amount of the First Lien Obligations and including the same as would accrue and become due but for the commencement of an Insolvency Proceeding, whether or not

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such amounts are allowed or allowable in whole or in part in any such Insolvency Proceeding.  Each advance of a loan and each issuance of a letter of credit under the First Lien Documents shall be deemed to be within the limits of clause (a) of this definition if the First Lien Series Representative with respect to such First Lien Documents receives a borrowing request or letter of credit request with respect to such loan or letter of credit containing a certification from an Obligor that, after giving effect to such loan or letter of credit, the aggregate outstanding principal amount of the First Lien Obligations and First Lien Letter of Credit Obligations does not exceed the limits of such clause (a) (or words of like import) and such First Lien Series Representative and First Lien Agent shall be conclusively entitled to rely on such certification.

“Maximum Second Lien Principal Amount” means as of any date of determination, an amount equal to (a) $210,000,000 minus (b) the sum of all principal payments of term loans constituting Second Lien Obligations (including voluntary and mandatory prepayments) after the date hereof, plus (c) interest, fees, costs, expenses, indemnities and other amounts payable pursuant to the terms of the Second Lien Documents (other than Excluded Second Lien Obligations), whether or not the same are added to the principal amount of the Second Lien Obligations and including the same as would accrue and become due but for the commencement of an Insolvency Proceeding, whether or not such amounts are allowed or allowable in whole or in part in any such Insolvency Proceeding); provided that, the Maximum Second Lien Principal Amount may be increased with the prior written consent of First Lien Agent.

“New First Lien Agent” shall have the meaning set forth in Section 4.5(a).

“New First Lien Documents” shall have the meaning set forth in Section 4.5(a).

“New First Lien Obligations” shall have the meaning set forth in Section 4.5(a).

“New Second Lien Agent” shall have the meaning set forth in Section 4.5(b).

“New Second Lien Documents” shall have the meaning set forth in Section 4.5(b).

“New Second Lien Obligations” shall have the meaning set forth in Section 4.5(b).

“Notes” shall mean Holdings’ 11¾% senior secured promissory notes due May 15, 2017, issued pursuant to the Indenture in the original aggregate principal amount of $210,000,000, together with all amendments, modifications, replacements and substitutions thereof made or issued in accordance with the Indenture.

“Note Holders” shall have the meaning set forth in the recitals hereto and shall include all “Holders” (as such term is defined in the Indenture as in effect on the date hereof) of the Notes from time to time issued under the Indenture.

“Obligations” means the First Lien Obligations and the Second Lien Obligations, or any of them.

“Obligor” means Holdings, each Borrower and each other Person liable on or in respect of the Obligations or that has granted a Lien on any property or assets as Collateral, together with

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such Person’s successors and assigns, including a receiver, trustee or debtor-in-possession on behalf of such Person.

“Paid in Full” or “Payment in Full” means, with respect to any Obligations, that:  (a) all of such Obligations (other than contingent indemnification obligations for which no underlying claim has been asserted) have been indefeasibly paid, performed or discharged in full (with all such Obligations consisting of monetary or payment obligations having been paid in full in cash), (b) no Person has any further right to obtain any loans, letters of credit, bankers’ acceptances, or other extensions of credit under the documents relating to such Obligations and (c) any and all letters of credit, bankers’ acceptances or similar instruments issued under such documents have been cancelled and returned (or backed by stand-by guarantees or cash collateralized) in accordance with the terms of such documents.

“Permitted Collateral Sale” means any Disposition of Collateral so long as such Disposition is permitted under the First Lien Loan Agreement and Indenture as in effect on the date hereof.  The term Permitted Collateral Sale shall not include any Disposition occurring or effected under any circumstance or condition described in the definition of “Release Event.”

“Permitted Second Lien Disposition” shall mean a Disposition (excluding any collection of any Collateral consisting of an obligation) of any Collateral in connection with an Enforcement Action by any Second Lien Creditors after the expiration of the Standstill Period and subject to the terms of Section 3.1 of this Agreement which Disposition is commercially reasonable in all respects and undertaken on an arm’s length basis.

“Person” means an individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture, governmental authority or any other entity or regulatory body.

“Purchase Notice” shall have the meaning set forth in Section 5.1.

“Purchase Option Event” shall have the meaning set forth in Section 5.1.

“Purchase Option Period” shall have the meaning set forth in Section 5.1.

“Refinance”, “Refinancings” and “Refinanced” means, in respect of any Obligations, to issue other indebtedness in exchange or replacement for such Obligations, in whole or in part.

“Release Documents” shall have the meaning set forth in Section 2.5.

“Release Event” means the taking of any Enforcement Action by the First Lien Creditors against all or any portion of the Collateral (including a Disposition conducted by any Obligor with the consent of the First Lien Agent) or, after the occurrence and during the continuance of an Insolvency Proceeding by or against any Obligor, the entry of an order of the Bankruptcy Court pursuant to Section 363 of the Bankruptcy Code authorizing the sale of all or any portion of the Collateral.

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“Requisite First Lien Creditors” means (a) the “Required Lenders” as defined in the First Lien Loan Agreement (or similar term in any subsequent First Lien Loan Agreement) and (b) the holders of more than 50% of the sum of: (i) the aggregate outstanding principal amount of First Lien Obligations (other than First Lien Obligations outstanding under the First Lien Loan Agreement referred to in clause (a) above) (including outstanding letters of credit whether or not then available or drawn); and (ii) the aggregate unfunded commitments to extend credit which, when funded, would constitute First Lien Obligations (other than First Lien Obligations outstanding under the First Lien Loan Agreement referred to in clause (a) above).

“Requisite Second Lien Creditors” means (a) Note Holders holding the percentage of the outstanding Notes required to take such action in accordance with the terms of the Indenture and (b) holders of each other Series of Second Lien Obligations holding the percentage of the outstanding Second Lien Obligations of such Series of Second Lien Obligations required to take such action in accordance with the Second Lien Documents creating such Series of Second Lien Obligations.

“Second Lien” means any Lien granted pursuant to any Second Lien Document to any Second Lien Agent, at any time, upon any property of any Obligor to secure Second Lien Obligations.

“Second Lien Acceleration” means an acceleration of the Second Lien Obligations following a default or event of default under the Second Lien Documents.

“Second Lien Acceleration Notice” means with respect to any Second Lien Acceleration, a written notice from the Second Lien Agent to the First Lien Agent, with a copy to the Obligors, indicating that such Second Lien Acceleration has occurred, describing the related default or event of default in reasonable detail.

“Second Lien Agent” means Wilmington Trust FSB in its capacity as collateral agent under the Second Lien Documents, together with its successors thereunder and any other Person designated as a collateral agent with respect to any other Series of Second Lien Obligations; provided that, until such time that the Second Lien Obligations under the Indenture and the Notes have been discharged or Paid in Full, the Second Lien Agent and its successors as collateral agent under the Indenture shall be the sole authorized Person to act as the Second Lien Agent with respect to the Second Lien Obligations.  When the Second Lien Obligations under the Indenture and the Notes are discharged or Paid in Full, the Second Lien Agent shall be the Second Lien Series Representative with respect to any other Series of Second Lien Obligations or, if there is more than one such Second Lien Series Representative, the Second Lien Agent shall be any such Second Lien Series Representative that is designated by the Requisite Second Lien Creditors (without giving effect to clause (a) of such definition) as the Second Lien Agent by written notice to the First Lien Agent and Borrowers in accordance with this Agreement.  At no time shall there be more than one Second Lien Agent.

“Second Lien Bankruptcy Payments” has the meaning set forth in Section 6.2(b).

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“Second Lien Creditors” means the Second Lien Agent, the Trustee, each other Second Lien Series Representative, the Note Holders and each other Person to whom Second Lien Obligations are owed.

“Second Lien Deficiency” means any portion of the Second Lien Obligations consisting of an allowed unsecured claim under Section 506(a) of the Bankruptcy Code (or any similar provision under any other Bankruptcy Law) as determined by a Final Order.

“Second Lien Disposition Notice” shall have the meaning set forth in Section 2.10(a).

“Second Lien Documents” means (a) the Indenture and Notes and all other agreements, documents and instruments at any time executed and/or delivered by any Obligor or any other Person with, to or in favor of the Second Lien Agent or any Second Lien Creditor in connection therewith or related thereto, and (b) the agreements, documents and instruments evidencing or related to any other Series of Second Lien Obligations, in each case (each of clauses (a) and (b)), including such documents evidencing successive Refinancings of the related Second Lien Obligations, in each case, as amended, amended and restated, supplemented, modified, replaced, substituted or renewed from time to time.

“Second Lien Loans” means any loans or advances outstanding under the Second Lien Documents.

“Second Lien Obligations” means (a) all obligations, liabilities and indebtedness of every kind, nature and description owing by one or more Obligors to one or more of the Second Lien Creditors evidenced by or arising under the Indenture or Second Lien Documents relating thereto (including the Notes and Second Lien Loans), and (b) all obligations, liabilities and indebtedness of every kind, nature and description owing by one or more Obligors to one or more of the Second Lien Creditors that is secured equally and ratably with the Notes by a Second Lien that was permitted to be incurred and so secured under Section 2.14, in each case (in the case of clauses (a) and (b)), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and reasonable expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Indenture and whether arising before, during or after the commencement of any Insolvency Proceeding with respect to any Obligor (and including the payment of interest which would accrue and become due but for the commencement of such Insolvency Proceeding, whether or not such interest is allowed or allowable in whole or in part in any such Insolvency Proceeding).

“Second Lien Series Representative” means: (a) in the case of the Notes, the Trustee; and (b) in the case of any other Series of Second Lien Obligations, the trustee, agent or representative of the holders of such Series of Second Lien Obligations who (x) either (i) maintains the transfer register for such Series of Second Lien Obligations or (ii) is appointed as a Second Lien Series Representative (for purposes related to the administration of the security documents) pursuant to the applicable indenture, credit agreement or other agreement governing such Series of Second Lien Obligations, together with its successors in such capacity and (y) has become a party to this Agreement by executing an Intercreditor Agreement Joinder.

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“Second Lien Secured Claims” means any portion of the Second Lien Obligations not constituting a Second Lien Deficiency.

“Secured Claims” means the First Lien Secured Claims and/or the Second Lien Secured Claims as the context may require.

“Secured Creditors” means the First Lien Creditors and the Second Lien Creditors, or any of them.

“Senior Adequate Protection Liens” shall have the meaning set forth in Section 6.2(a).

“Series of First Lien Obligations” means, severally, the Credit Facility established by the First Lien Loan Agreement and each other Credit Facility pursuant to which any Borrower incurs First Lien Obligations.

“Series of Second Lien Obligations” means, severally, the Notes and each other issue or series of Second Lien Obligations issued under a set of Second Lien Documents.

“Series of Secured Obligations” means each Series of First Lien Obligations and each Series of Second Lien Obligations.

“Series Representative” means each First Lien Series Representative and each Second Lien Series Representative.

“Standstill Period” means the period commencing on the date of a Second Lien Acceleration and ending upon the date which is the earlier of (a) 135 days after the First Lien Agent has received a Second Lien Acceleration Notice with respect to such Second Lien Acceleration and (b) the date on which the First Lien Obligations (other than the Excluded First Lien Obligations) have been Paid in Full; provided that in the event that as of any day during such 135 days, no Second Lien Acceleration is continuing, then the Standstill Period shall be deemed not to have commenced.

“Trustee” shall have the meaning set forth in the recitals hereto.

“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York.

“UCC Notice” shall have the meaning set forth in Section 3.1.

1.2Certain Matters of Construction.  The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement and section references are to this Agreement unless otherwise specified.  For purposes of this Agreement, the following additional rules of construction shall apply:  (a) wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter, (b) the term “including” shall not be limiting or exclusive, unless specifically

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indicated to the contrary, (c) all references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations and (d) unless otherwise specified, all references to any instruments or agreements, including references to any of this Agreement and the Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof, in each case, made in accordance with the terms hereof.  As used in this Agreement, the term “writing” and variations thereof include anything reduced to a tangible form, including a printed or handwritten document, and e-mail, facsimile or other electronic record, and the term “signed” and variations thereof shall include a handwritten signature and facsimile signature.

Section 2.Security Interests; Priorities.

2.1Priorities.  Each Secured Creditor hereby acknowledges that other Secured Creditors have been granted Liens upon the Collateral to secure their respective Obligations.  The Liens of the First Lien Agent on the Collateral are and shall be senior and prior in right to the Liens of the Second Lien Agent on the Collateral, and such Liens of the Second Lien Agent on the Collateral are and shall be junior and subordinate to the Liens of the First Lien Agent.  The priorities of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of the Obligations, nor by any action or inaction which any of the Secured Creditors may take or fail to take in respect of the Collateral.

2.2No Alteration of Priority.  The priorities set forth in this Agreement are applicable irrespective of the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien in favor of each Secured Creditor in any Collateral, and notwithstanding any conflicting terms or conditions which may be contained in any of the Documents.

2.3Perfection; Contesting Liens.  No Secured Creditor shall be responsible for perfecting and maintaining the perfection of any other Secured Creditor’s Lien in the Collateral in which such Secured Creditor has been granted a Lien.  The foregoing provisions of this Agreement are intended solely to govern the respective Lien priorities as among the Secured Creditors and shall not impose on any Secured Creditor any obligations in respect of the Disposition of proceeds of any Collateral that would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.  Each Secured Creditor agrees that it will not institute or join in any contest of the validity, perfection, priority or enforceability of the Liens of any other Secured Creditor in the Collateral or the enforceability of the First Lien Obligations or the Second Lien Obligations; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Agent or the Second Lien Agent to enforce this Agreement, including the provisions hereof relating to Lien priority.

2.4Proceeds of Collateral.  Any Collateral or proceeds thereof received by any Second Lien Creditor including, without limitation, any such Collateral constituting proceeds, or any payment or Distribution, that may be received by any Second Lien Creditor (a) in connection with the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, (b) in connection with any insurance policy claim or any condemnation award (or

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deed in lieu of condemnation), (c) from the collection or other Disposition of, or realization on, the Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the First Lien Agent, for the benefit of the First Lien Creditors, in the same form as received, with any necessary endorsements, but without recourse, representation or warranty, and each Second Lien Creditor hereby authorizes the First Lien Agent to make any such endorsements as agent for the Second Lien Agent (which authorization, being coupled with an interest, is irrevocable).  All Collateral and proceeds thereof received by any First Lien Creditor prior to the First Lien Termination Date shall be applied as follows: first, to the First Lien Creditors for application to the First Lien Obligations (other than Excluded First Lien Obligations) in accordance with the First Lien Documents; second, to the Second Lien Creditors for application to the Second Lien Obligations (other than Excluded Second Lien Obligations) in accordance with the Second Lien Documents; third, to the First Lien Creditors for application to the Excluded First Lien Obligations in accordance with the First Lien Documents; fourth, to the Second Lien Creditors for application to the Excluded Second Lien Obligations in accordance with the Second Lien Documents; and fifth, to the relevant Obligor or as otherwise required by law or court order.  All cash proceeds applied to First Lien Obligations may be applied, reversed and reapplied, in whole or in part, as provided in the First Lien Documents; provided, however, all cash proceeds received by First Lien Agent in connection with any Enforcement Action by any First Lien Creditor (other than Proceeds of accounts receivable and inventory) shall be applied to permanently reduce the First Lien Obligations.

2.5Release of Collateral Upon Permitted Collateral Sale.  The Second Lien Agent, on behalf of the Second Lien Creditors, shall at any time in connection with any Permitted Collateral Sale:  (a) upon the written request of the First Lien Agent with respect to the Collateral subject to such Permitted Collateral Sale and at Holdings’ expense, release or otherwise terminate its Liens on such Collateral (and/or, in the case of a Permitted Collateral Sale consisting of the sale or disposition of all or substantially all of the equity interests of any Guarantor, release such Guarantor from its obligations under the relevant Documents), (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the First Lien Agent shall reasonably require in order to release and/or terminate such Second Lien Agent’s Liens on the Collateral (or release such Guarantor) subject to such Permitted Collateral Sale; provided that if the closing of the Disposition of the Collateral is not consummated within 60 days from the proposed closing date or any agreement governing such Permitted Collateral Sale is terminated by any of the parties thereto, the First Lien Agent shall promptly return all Release Documents to the Second Lien Agent and (c) be deemed to have consented under the Second Lien Documents to such Permitted Collateral Sale free and clear of the Second Lien Agent’s security interest (it being understood that the Second Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Collateral) and to have waived the provisions of the Second Lien Documents to the extent necessary to permit such transaction.  If, in connection with a Permitted Collateral Sale, First Lien Agent intends to file a termination statement that has the effect of terminating any financing statement which has been filed by Second Lien Agent (and which is not part of the Release Documents), First Lien Agent will provide Second Lien Agent at least 2 Business Days notice of the filing of such termination statement.

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2.6Release of Collateral Upon Release Event.  The Second Lien Agent, on behalf of the Second Lien Creditors, shall, at any time in connection with a Release Event with respect to any Collateral:  (a) upon the written request of the First Lien Agent with respect to the Collateral subject to such Release Event (which request will specify the principal proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith), release or otherwise terminate its Liens on such Collateral (and/or, in the case of a Disposition consisting of the sale or disposition of all or substantially all of the equity interests of any Guarantor, release such Guarantor from its obligations under the relevant Documents), to the extent the Disposition of such Collateral is either by (i) the First Lien Agent or its agents or representatives or (ii) any Obligor with the consent of the First Lien Creditors, (b) be deemed to have consented under the Second Lien Documents to such Disposition free and clear of the Second Lien Agent’s Liens (it being understood that the Second Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Collateral) and to have waived the provisions of the Second Lien Documents to the extent necessary to permit such transaction and (c) at Holdings’ expense deliver such Release Documents and take such further actions as First Lien Agent may reasonably require in connection therewith; provided that, (i) such release by the Second Lien Creditors shall not extend to or otherwise affect any of the rights of the Second Lien Creditors to the proceeds from any such Disposition of Collateral, (ii) the First Lien Creditors shall promptly apply such proceeds to permanently pay the First Lien Obligations (other than the Excluded First Lien Obligations) until the same have been Paid in Full, (iii) after such application, any excess proceeds from such Disposition shall be applied in accordance with the provisions of Section 2.4 hereof and (iv) no such release and/or authorization documents shall be delivered (A) to any Obligor or (B) more than 2 Business Days prior to the date of the closing of the Disposition of such Collateral; provided further that if the closing of the Disposition of the Collateral subject to such Release Event is not consummated within 60 days of the proposed date of closing or any agreement governing such Disposition is terminated, the First Lien Agent shall promptly return all Release Documents to the Second Lien Agent.  If, in connection with a Release Event, First Lien Agent intends to file a termination statement that has the effect of terminating any financing statement which has been filed by Second Lien Agent (and which is not part of the Release Documents), First Lien Agent will provide Second Lien Agent at least 2 Business Days notice of the filing of such termination statement.

2.7Power of Attorney.  The Second Lien Agent, on behalf of each Second Lien Creditor, hereby irrevocably constitutes and appoints the First Lien Agent and any officer of the First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Agent and each other Second Lien Series Representative and in the name of the Second Lien Agent, each other Second Lien Series Representative or in the First Lien Agent’s own name, from time to time in the First Lien Agent’s discretion, for the purpose of carrying out the terms of Sections 2.5 and 2.6 hereof, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of such Sections, including any Release Documents, and, in addition, to take any and all other appropriate and commercially reasonable action for the purpose of carrying out the terms of such Sections, such power of attorney being coupled with an interest and irrevocable until the First Lien Termination Date.  The Second Lien Agent, on behalf of each other Second Lien Creditor, hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in

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this Section 2.7.  No Person to whom this power of attorney is presented, as authority for the First Lien Agent to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Second Lien Creditor as to the authority of the First Lien Agent to take any action described herein, or as to the existence of or fulfillment of any condition to this power of attorney, which is intended to grant to the First Lien Agent the authority to take and perform the actions contemplated herein.  The Second Lien Agent, on behalf of each Second Lien Creditor, irrevocably waives any right to commence any suit or action, in law or equity, against any Person which acts in reliance upon or acknowledges the authority granted under this power of attorney.

2.8Waiver.  Each of the First Lien Agent, on behalf of each of the First Lien Creditors, and the Second Lien Agent, on behalf of each of the Second Lien Creditors, (a) waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations under the Documents and notice of or proof of reliance by the Secured Creditors upon this Agreement and protest, demand for payment or notice except to the extent otherwise specified herein and (b) acknowledges and agrees that the other Secured Creditors have relied upon the Lien priority and other provisions hereof in entering into the Documents and in making funds available to the Borrowers thereunder.

2.9Notice of Interest In Collateral.  This Agreement is intended, in part, to constitute an authenticated notification of a claim by each Secured Creditor to the other Secured Creditors of an interest in the Collateral in accordance with the provisions of Sections 9-611 and 9-621 of the UCC.

2.10Permitted Second Lien Dispositions.  (a)  If, after the expiration of the Standstill Period and subject to Section 3.1 of this Agreement, the Second Lien Agent seeks to consummate any Permitted Second Lien Disposition in connection with any Enforcement Action that is permitted hereunder, the Second Lien Agent shall provide written notice to the First Lien Agent of its election to consummate such a Permitted Second Lien Disposition, which will specify the principal proposed terms of the sale, identity of the expected purchasers (if known) and the type and amount of consideration expected to be received in connection therewith (a “Second Lien Disposition Notice”).  Within 10 Business Days of its receipt of a Second Lien Disposition Notice, the First Lien Agent shall provide written notice to the Second Lien Agent whether the First Lien Agent (i) will release its Liens on the Collateral that is the subject of such Permitted Second Lien Disposition or (ii) intends to commence an Enforcement Action with respect to all or any portion of the Collateral.  If the First Lien Agent notifies the Second Lien Agent that it has elected not to release its Lien on the Collateral that is the subject of such Permitted Second Lien Disposition and that it does not intend to commence an Enforcement Action (a “Designated Permitted Second Lien Disposition”) then, the provisions of any other section of this Agreement to the contrary notwithstanding, the proceeds of such Designated Permitted Second Lien Disposition shall be applied to the Second Lien Obligations, until paid in full; provided that the First Lien Creditors shall be deemed to have waived the provisions of the First Lien Documents to the extent necessary to permit such Designated Permitted Second Lien Disposition.

(b)In the case of any other Permitted Second Lien Disposition as to which the First Lien Agent has not notified the Second Lien Agent that the First Lien Agent intends to

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commence an Enforcement Action with respect to all or any part of the Collateral (and as to which the First Lien Agent does not thereafter commence any such Enforcement Action), the First Lien Agent and the First Lien Lenders shall (i) upon the written request of the Second Lien Agent with respect to the Collateral subject to any Permitted Second Lien Disposition, and concurrent with such Permitted Second Lien Disposition, release or otherwise terminate its Liens on such Collateral, (ii) be deemed to have consented under the First Lien Documents to such Disposition free and clear of the First Lien Creditors’ Liens (it being understood that the First Lien Creditors shall still, but subject to this Agreement, have a security interest with respect to the proceeds of such Collateral) and to have waived the provisions of the First Lien Documents to the extent necessary to permit such transaction) and (iii) deliver such Release Documents and take such further actions as the Second Lien Agent may reasonably require in connection therewith; provided, however, that subject to and in accordance with Section 2.4 hereof, the Second Lien Agent shall cause to be paid and/or delivered directly to the First Lien Agent all proceeds of any Permitted Second Lien Disposition (other than a Designated Permitted Second Lien Disposition, which shall be applied as provided in clause (a) above) for application in accordance with Section 2.4.

(c)Notwithstanding anything to the contrary contained herein, no such Release Documents shall be required to be delivered (i) to any Obligor or (ii) more than 2 Business Days prior to the date of the closing of the Permitted Second Lien Disposition; and provided, further, that if the closing of the Disposition of the Collateral subject to such Permitted Second Lien Disposition is not consummated within 60 Business Days of the proposed closing date or the Second Lien Creditors or relevant purchasers cease to diligently pursue consummation of the Permitted Second Lien Disposition, the Second Lien Agent shall promptly return all such Release Documents to the First Lien Agent.

2.11New Liens.   So long as the First Lien Obligations have not been Paid in Full, the parties hereto agree that no additional Liens shall be granted or permitted on any asset of any Obligor to secure (a) any Second Lien Obligations unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted on such asset to secure the First Lien Obligations and (b) any First Lien Obligations unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien shall be granted on such asset to secure the Second Lien Obligations.  To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Secured Creditors, the parties hereto agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.11 shall be subject to the terms of this Agreement.

2.12Similar Liens and Agreements.  The parties hereto acknowledge and agree that it is their intention that the Collateral securing the First Lien Obligations and the Collateral securing the Second Lien Obligations as of the date hereof be identical in all material respects.  In furtherance of the foregoing, the parties hereto agree:

(a)to cooperate in good faith in order to determine, upon any written request by the First Lien Agent or the Second Lien Agent, the specific assets included in the Collateral

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securing their respective Obligations, the steps taken to perfect the Liens thereon and the identity of the respective parties obligated under any Document; and

(b)any Lien obtained by any Secured Creditor in respect of any judgment obtained in respect of any Obligations shall be subject in all respects to the terms of this Agreement.

2.13Representations and Warranties of Each Agent.  The First Lien Agent represents and warrants to the other parties hereto that it has been authorized by the Lenders under and as defined in the First Lien Loan Agreement to enter into this Agreement, and the Second Lien Agent represents and warrants to the other parties hereto that it has been authorized pursuant to the Indenture to enter into this Agreement.

2.14Additional Secured Obligations.

(a)Any Obligor may designate additional Indebtedness as “First Lien Obligations” or “Second Lien Obligations” to the extent such Indebtedness is incurred by such Obligor after the date of this Agreement in accordance with the terms of all applicable Documents (including in any event, the First Lien Documents and Second Lien Documents) and this Agreement.  No Series of Secured Obligations may be designated as both Second Lien Obligations and First Lien Obligations.  It is understood and agreed that nothing in this Section 2.14 is intended to alter the priorities among Secured Creditors belonging to different Classes as provided in Section 2.1.

(b)Any Obligor may effect such designation by delivering to each Agent and each other Series Representative at least 10 Business Days on or before the date on which such additional Indebtedness is incurred each of the following:

(i)an Officer’s Certificate stating that any one or more of the Obligors intends to incur additional Secured Claims (“Additional Secured Obligations”) which will either be (x) First Lien Obligations permitted by each applicable Document (including in any event, the First Lien Loan Agreement) to be secured by a First Lien equally and ratably (or as otherwise may be agreed by the relevant holders of the First Lien Obligations) with all previously existing and future First Lien Obligations or (y) Second Lien Obligations permitted by each applicable Document (including in any event the Indenture) to be secured with a Second Lien equally and ratably (or as otherwise may be agreed by the relevant holders of the Second Lien Obligations) with all previously existing and future Second Lien Obligations, provided, that nothing contained in this Section 2.14 shall permit the incurrence of (A) Additional Secured Obligations that are First Lien Obligations where the incurrence thereof could cause or cause an increase in the Excluded First Lien Obligations; or (B) Additional Secured Obligations that are Second Lien Obligations where the incurrence thereof would cause or cause an increase in Excluded Second Lien Obligations; the Officer’s Certificate shall attach copies of the material Documents relating to the proposed additional Indebtedness and a pro forma calculation of the Maximum First Lien Principal Amount or Maximum Second Lien Principal Amount after giving effect to the

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maximum amount of the proposed additional Indebtedness in sufficient detail to demonstrate compliance with this Agreement and the other Documents;

(ii)an Officer’s Certificate stating that the applicable Obligors have duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations to ensure that the Additional Secured Obligations are secured by the Collateral in accordance with the First Lien Documents or the Second Lien Documents, as applicable, creating such Additional Secured Obligations; and

(iii)a written notice specifying the name and address of the Series Representative for such series of Additional Secured Obligations for purposes of Section 7.3.

(c)Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Obligor to incur (a) additional Indebtedness unless such Indebtedness is expressly permitted by the terms of all applicable Documents or (b) any Indebtedness secured by Liens that are senior to the Liens securing the Second Lien Obligations and junior to the Liens securing the First Lien Obligations.

(d)A person to be designated as a Series Representative for Additional Secured Obligations with respect to any Series of Secured Obligations hereunder must, prior to the effectiveness of such designation, sign an Intercreditor Agreement Joinder.  Upon receipt of a fully executed Intercreditor Agreement Joinder, together with the documents required under this Section 2.14, each Agent shall acknowledge and accept the Intercreditor Agreement Joinder.

(e)Each of the parties hereto (whether existing as of the date hereof or added hereto in accordance with the provisions of this Section 2.14, and including each Agent and Series Representative and by authorizing its Series Representative to execute and deliver an Intercreditor Agreement Joinder, each holder of Obligations in respect of Additional Secured Obligations) hereby agrees for the benefit of each of the other parties hereto from time to time that, without limiting the right of any holder of Obligations to waive or subordinate any lien sharing right to which it is otherwise entitled (pursuant to a waiver or subordination agreement expressly set forth in a written agreement enforceable against such holder), (i) Collateral shall be shared equally and ratably within each Class (or on such other basis as may be agreed by the relevant holders of such Class) and (ii) the payment and satisfaction of all of the Obligations within each Class will be secured equally and ratably by the Liens established for the benefit of the Secured Creditors belonging to such Class (or on such other basis as may be agreed by the relevant holders of such Class).

Section 3.Enforcement of Security.

3.1Management of Collateral.  Subject to the other terms and conditions of this Agreement, the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the First Lien Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder according to their sole discretion and the exercise of their sole business judgment, including the exclusive right to take or retake control or possession

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of the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction.  In conducting any public or private sale under the UCC, the First Lien Agent shall give the Second Lien Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice.  Except as specifically provided in this Section 3.1 or 3.3 below, notwithstanding any rights or remedies available to a Second Lien Creditor under any of the Second Lien Documents, applicable law or otherwise, no Second Lien Creditor shall, directly or indirectly, take any Enforcement Action; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, the Second Lien Creditors may take any Enforcement Action (provided that they give the First Lien Agent at least 5 Business Days written notice prior to taking such Enforcement Action, which notice may be given during the Standstill Period); provided, however, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Second Lien Creditor exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) if: (a) the First Lien Agent has notified the Second Lien Agent or the Second Lien Agent otherwise has actual knowledge that the First Lien Agent or any other First Lien Creditor shall have commenced and is pursuing with reasonable diligence the enforcement or exercise of any rights or remedies with respect to all or substantially all of the Collateral or any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of the Collateral, the notification of account debtors to make payments to the First Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of the Collateral), or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action; or (b) except as permitted by Section 6, an Insolvency Proceeding has commenced.

3.2Notices of Default.  Each Agent shall give to the other Agent concurrently with the giving thereof to any Obligor (a) a copy of any written notice by any Secured Creditor of an Event of Default under any of its Documents or a written notice of demand for payment from any Obligor and (b) a copy of any written notice sent by such Secured Creditor to any Obligor stating such Secured Creditor’s intention to exercise any material enforcement rights or remedies against such Obligor, including written notice pertaining to any foreclosure on all or any material part of the Collateral or other judicial or non-judicial remedy in respect thereof, and any legal process served or filed in connection therewith; provided that the failure of any Agent to give such required notice shall not result in any liability to such Agent or affect the enforceability of any provision of this Agreement, including the relative priorities of the Liens of the Secured Creditors as provided herein, and shall not affect the validity or effectiveness of any such notice as against any Obligor.  Each Agent will provide such information as it may have to the other

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Agent as the other may from time to time reasonably request in writing concerning the status of the exercise of any Enforcement Action and each Agent shall be available on a reasonable basis during normal business hours to review with the other Agent alternatives available in exercising such rights, including, but not limited to, advising each other of any offers which may be made from time to time by prospective purchasers of the Collateral; provided that (i) the failure of any party to do any of the foregoing shall not affect the relative priorities of the Agent’s respective Liens as provided herein or the validity or effectiveness of any notices or demands as against any Borrower or any Obligor and (ii) in no event will the First Lien Agent or any First Lien Creditor have any obligation to obtain the consent of any Second Lien Creditor with respect to any actions taken or contemplated to be taken (or not taken) with respect to any Enforcement Action.  Each Obligor, by its acknowledgment hereto, hereby consents and agrees to each Secured Creditor providing any such information to the other Secured Creditors and to such actions by the Secured Creditors and waives any rights or claims against any Secured Creditors arising as a result of such information or actions; provided that any information provided to any Secured Creditor pursuant to this Section 3.2 shall be subject to any other confidentiality provisions in the Documents to which such Secured Creditor is a party.

3.3Permitted Actions.  Section 3.1 shall not be construed to limit or impair in any way the right of:  (a) any Secured Creditor to bid for or purchase Collateral, in each case for cash, at any private or judicial foreclosure upon such Collateral initiated by any Secured Creditor, (b) any Secured Creditor to join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to the Collateral initiated by another Secured Creditor for the sole purpose of protecting such Secured Creditor’s Lien on the Collateral, so long as it does not delay or interfere with the exercise by such other Secured Creditor of its rights under this Agreement, the Documents and under applicable law, (c) the Second Lien Creditors to receive any proceeds of Collateral after the First Lien Obligations (other than Excluded First Lien Obligations) have been Paid in Full and then consistent with Section 2.4, and (d) any Second Lien Creditor to (i) take any action not adverse to the prior Liens on the Collateral securing the First Lien Obligations or the rights of any First Lien Creditor to exercise remedies in respect of such Liens in order to preserve or protect its Lien on Collateral, (ii) filing any necessary responsive or defensive pleading consistent with this Agreement in opposition to any motion, claim, adversary proceeding or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Creditors, (iii) filing any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Obligors arising under the Bankruptcy Code or other applicable law, in each case, in accordance with the terms of this Agreement, (iv) filing any proof of claim and other filings and making arguments and motions that are, in each case, in accordance with the terms of this Agreement, and (v) the taking of a Debt Action.  Any proceeds of Collateral received in connection with any such Enforcement Action shall be applied in accordance with Section 2.4 of this Agreement.

3.4Collateral In Possession.

(a)In the event that the First Lien Agent takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, the First Lien Agent shall be deemed to be holding such Collateral as representative for the Secured Creditors, including the Second Lien Creditors,

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solely for purposes of perfection of its Lien under the UCC; provided that the First Lien Agent shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Second Lien Creditors.  Promptly following the First Lien Termination Date, the First Lien Agent shall deliver the remainder of the Collateral, if any, in its possession to the designee of the Second Lien Agent (except as may otherwise be required by applicable law or court order).

(b)In the event that any Second Lien Creditor takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any Collateral for purposes of perfecting its Lien therein, such Second Lien Creditor shall be deemed to be holding such Collateral as representative for the Secured Creditors, including the First Lien Creditors, solely for purposes of perfection of its Lien under the UCC; provided that such Second Lien Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the First Lien Creditors.

(c)It is understood and agreed that this Section 3.4 is intended solely to assure continuous perfection of the Liens granted under the applicable Documents, and nothing in this Section 3.4 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement.  The duties of each party under this Section 3.4 shall be mechanical and administrative in nature, and no party shall have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the other party.

3.5Waiver of Marshalling and Similar Rights.  Each Secured Creditor, to the fullest extent permitted by applicable law, waives as to each other Secured Creditor any requirement regarding, and agrees not to demand, request, plead or otherwise claim the benefit of, any marshalling, appraisement, valuation or other similar right that may otherwise be available under applicable law.

3.6Insurance and Condemnation Awards.  So long as the First Lien Termination Date has not occurred, the First Lien Agent shall have the exclusive right, subject to the rights of the Obligors under the First Lien Documents, to settle and adjust claims in respect of Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral.  After the occurrence of the First Lien Termination Date, the Second Lien Agent shall have the exclusive right, subject to the rights of the Obligors under the Second Lien Documents, to settle and adjust claims in respect of Collateral under policies of insurance and to approve any award granted in condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral.

Section 4.Covenants

4.1Amendment of First Lien Documents.  The First Lien Creditors under the First Lien Loan Agreement may at any time and from time to time and without consent of or notice to any Second Lien Creditor, without incurring any liability to any Second Lien Creditor and without impairing or releasing any rights or obligations hereunder or otherwise, amend, restate, supplement, modify, substitute, renew or replace any or all of the First Lien Loan Agreement and related First Lien Documents; provided, however, that without the consent of the Requisite

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Second Lien Creditors, such First Lien Creditors shall not amend, restate, supplement, modify substitute, renew or replace any or all of the First Lien Loan Agreement or related First Lien Documents to (a) directly increase the interest rates on the First Lien Obligations arising thereunder to an amount greater than 3.0% per annum above rates as are in effect on the date hereof (excluding, without limitation, fluctuations in underlying rate indices and imposition of a default rate of 2% per annum), (b) change the final maturity date of the First Lien Obligations arising thereunder to a date later than November 13 2015, (c) increase the principal amount of the First Lien Obligations arising thereunder which when taken together with the aggregate principal amount of the other First Lien Obligations would exceed the Maximum First Lien Principal Amount as of the date of such increase (other than as a result of the capitalization of accrued interest, expenses or fees), or (d) modify or add any covenant or Event of Default under the First Lien Documents which directly restricts one or more Obligors from making payments under the Second Lien Documents which would otherwise be permitted under the First Lien Documents as in effect on the date hereof.  Without the consent of the Requisite Second Lien Creditors, the First Lien Creditors a party to the First Lien Document related to any other Series of First Lien Obligations (i.e., other than the Series of First Lien Obligations under the First Lien Loan Agreement and related First Lien Documents) shall not agree to any amendment, restatement, modification, supplement, substitution, renewal or replacement of or to any or all of the First Lien Documents related to such other Series of First Lien Obligations in any manner that would be prohibited by the other Documents.

4.2Amendments to Second Lien Documents.  Until the First Lien Termination Date has occurred, and notwithstanding anything to the contrary contained in the Second Lien Documents, the Second Lien Creditors shall not, without the prior written consent of the First Lien Agent, agree to any amendment, restatement, modification, supplement, substitution, renewal or replacement of or to any or all of the Indenture or related Second Lien Documents that (a) would directly or indirectly result in an increase in the interest rates in respect of the Second Lien Obligations arising thereunder (excluding, without limitation, fluctuations in underlying rate indices and imposition of a default rate of 2% per annum) by more than 3.0% per annum, (b) shorten the maturity or weighted average life to maturity of the Second Lien Obligations arising thereunder or require that any payment on the Second Lien Obligations arising thereunder be made earlier than the date originally scheduled for such payment or that any commitment expire any earlier than the date originally scheduled therefor, (c) add or modify in a manner adverse to any Obligor or any First Lien Creditor any covenant, agreement or event of default under such Second Lien Documents or (d) increase the principal amount of the Second Lien Obligations arising thereunder.  Notwithstanding the foregoing, in the event of an amendment or modification of an affirmative covenant, negative covenant or financial covenant contained in the First Lien Loan Agreement, the Indenture or other applicable related Second Lien Document may, at the election of the Second Lien Creditors, be amended in a manner that is substantively identical to the corresponding amendment to comparable provisions of the First Lien Loan Agreement and that maintains an equivalent proportionate difference between dollar amounts or ratios, as the case may be, in the relevant provisions of the Indenture or other applicable related Second Lien Document and those in the corresponding provisions in the First Lien Loan Agreement, to the extent of such proportionate difference between such Documents as in effect on the date hereof.  Until the First Lien Termination Date has occurred, and notwithstanding anything to the contrary contained in the Second Lien Documents, the Second Lien Creditors a party to the Second Lien Documents related to any other Series of Second Lien

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Obligations (i.e., other than the Series of Second Lien Obligations under the Indenture and related Second Lien Documents) shall not, without the prior written consent of the First Lien Agent, agree to any amendment, restatement, modification, supplement, substitution, renewal or replacement of or to any or all of the Second Lien Documents related to such other Series of Second Lien Obligations in any manner that would be prohibited by the other Documents.

4.3Enforcement Actions by Second Lien Creditors; Prepayments.

(a)The Second Lien Creditors shall give the First Lien Agent at least 5 Business Days’ written notice prior to taking any Enforcement Action, which notice may be given during the pendency of any Standstill Period.

(b)Except as otherwise permitted by the First Lien Loan Agreement (as in effect on the date hereof), without the prior written consent of the First Lien Agent, no Second Lien Creditor will take, demand or receive from any Obligor any prepayment of principal (whether optional, voluntary, mandatory or otherwise or by redemption, defeasance or other payment or distribution) with respect to any Second Lien Obligations.

4.4Effect of Refinancing.

(a)If the Payment in Full of any Series of First Lien Obligations is being effected through a Refinancing; provided that, the First Lien Series Representative of such Series of First Lien Obligations gives a written notice of such Refinancing to the Agents at least 5 Business Days prior to such Refinancing, then (A) the First Lien Obligations being Refinanced shall not be deemed Paid in Full for any purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the new First Lien Documents (the “New First Lien Documents”) evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents, (D) (x) in the case of a Refinancing of all First Lien Obligations, all First Lien Obligations under the First Lien Loan Agreement and related First Lien Documents or other Series of First Lien Obligations in respect of which the Series Representative is the First Lien Agent hereunder, the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the First Lien Agent for all purposes of this Agreement, and (y) in the case of a Refinancing of any other Series of First Lien Obligations, the agent under the New First Lien Documents shall be deemed to be the new Series Representative for such Series of First Lien Obligations and shall execute an Intercreditor Joinder Agreement.  Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of any New First Lien Agent, the Second Lien Agent and each other Series Representatives shall, at Holdings’ expense, promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent the rights and powers set forth herein.

(b)If the Payment in Full of any Series of the Second Lien Obligations is being effected through a Refinancing; provided that, the Second Lien Series Representative of such Series of Second Lien Obligations gives a written notice of such Refinancing to the Agents at least 5 Business Days prior to such Refinancing, then (A) the Second Lien Obligations being

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Refinanced shall not be deemed Paid in Full for any purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the new Second Lien Documents (the “New Second Lien Documents”) evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents, (D) (x) in the case of a Refinancing of all Second Lien Obligations, all Second Lien Obligations under the Indenture and related Second Lien Documents or other Series of Second Lien Obligations in respect of which the Series Representative is the Second Lien Agent hereunder, the agent under the New Second Lien Documents (the “New Second Lien Agent”) shall be deemed to be the Second Lien Agent for all purposes of this Agreement, and (y) in the case of a Refinancing of any other Series of Second Lien Obligations, the agent under the New Second Lien Documents shall be deemed to be the new Series Representative for such Series of Second Lien Obligations and shall execute an Intercreditor Joinder Agreement.  Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of any New Second Lien Agent, the First Lien Agent and each other Series Representatives shall, at Holdings’ expense, promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent may reasonably request in order to provide to the New Second Lien Agent the rights and powers set forth herein.

(c)By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Section 5.Second Lien Creditors Purchase Option.

5.1Purchase Notice.  Upon the Second Lien Agent’s receipt of a written notice from the First Lien Agent (the “Agent’s Notice”) that (a) the First Lien Agent has accelerated the First Lien Obligations, (b) an Event of Default has occurred arising out of the failure to pay principal, interest or fees due on the First Lien Obligations and such Event of Default has not been cured or waived within 10 Business Days after the occurrence thereof, (c) any other Event of Default has occurred under the First Lien Documents and such Event of Default has not been cured or waived within 60 days after the occurrence thereof, or (d) an Insolvency Proceeding has commenced (each, a “Purchase Option Event”), the Second Lien Creditors shall have the option, but not the obligation, to purchase all, but not less than all, of the First Lien Obligations owing to the First Lien Creditors from the First Lien Creditors, and assume all, but not less than all, of the then existing funding commitments under the First Lien Documents by giving a written notice (the “Purchase Notice”) to the First Lien Agent no later than the 10th Business Day after receipt by the Second Lien Agent of the Agent’s Notice (the “Purchase Option Period”).  In the event that a Purchase Option Event occurs but First Lien Agent fails to provide an Agent’s Notice, the purchasing Second Lien Creditors may issue a Purchase Notice without waiting for such Agent’s Notice to be given at any time prior to the end of the Purchase Option Period.  A Purchase Notice once delivered shall be irrevocable.

5.2Purchase Option Closing.  On the date specified by the purchasing Second Lien Creditors in the Purchase Notice (which shall not be less than 3 Business Days nor more than 10 Business Days, after the receipt by the First Lien Agent of the Purchase Notice), the First Lien

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Creditors shall sell to the purchasing Second Lien Creditors, and the purchasing Second Lien Creditors shall purchase from the First Lien Creditors, all, but not less than all, of the First Lien Obligations, and the First Lien Creditors shall assign to the purchasing Second Lien Creditors, and the purchasing Second Lien Creditors shall assume from the First Lien Creditors all, but not less than all, of the then existing funding commitments under the First Lien Documents.

5.3Purchase Price.  Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of an Assignment Agreement in the form attached to the First Lien Loan Agreement.  Upon the date of such purchase and sale, the purchasing Second Lien Creditors shall (a) pay to the First Lien Agent for the benefit of the First Lien Creditors as the purchase price therefor the sum of the full amount of all the First Lien Obligations then outstanding and unpaid (including principal, interest, fees, indemnities and expenses, including reasonable attorneys’ fees and legal expenses), (b) furnish cash collateral to the First Lien Agent with respect to the outstanding First Lien Letter of Credit Obligations in such amounts as are required under the First Lien Loan Agreement and (c) agree to reimburse the First Lien Creditors for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding First Lien Letter of Credit Obligations as described above and any checks or other payments provisionally credited to the First Lien Obligations, and/or as to which the First Lien Creditors have not yet received final payment.  Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the First Lien Agent in New York, New York, as the First Lien Agent may designate in writing to the purchasing Second Lien Creditors for such purpose.  Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the purchasing Second Lien Creditors to the bank account designated by the First Lien Agent are received in such bank account prior to 1:00 p.m., New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by the purchasing Second Lien Creditors to the bank account designated by the First Lien Agent are received in such bank account later than 1:00 p.m., New York City time.

5.4Nature of Sale.  Such purchase and sale shall be expressly made without representation or warranty of any kind by the First Lien Creditors as to the First Lien Obligations or otherwise and without recourse to the First Lien Creditors, except for representations and warranties as to the following:  (a) the amount of the First Lien Obligations being purchased (including as to the principal of and accrued and unpaid interest on such First Lien Obligations, fees and expenses thereof), (b) that the First Lien Creditors own the First Lien Obligations free and clear of any Liens and (c) each First Lien Creditor has the full right and power to assign its First Lien Obligations and such assignment has been duly authorized by all necessary corporate action by such First Lien Creditor.

5.5Enforcement after Purchase Notice.  The First Lien Creditors shall not complete any Enforcement Action (other than the exercise of control over any Obligor’s deposit or securities accounts), as long as the purchase and sale of the First Lien Obligations provided for in this Section 5 shall have closed within 10 Business Days after First Lien Agent’s receipt of the Purchase Notice given within the time required in Section 5.1 and the First Lien Creditors shall have received Payment in Full of the First Lien Obligations as provided for in Section 5.3 within such 10 Business Day period.

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Section 6.Bankruptcy Matters.

6.1Bankruptcy.  This Agreement shall be applicable both before and after the filing of any petition by or against any Obligor under the Bankruptcy Code or any other Insolvency Proceeding and all converted or succeeding cases in respect thereof, and all references herein to any Obligor shall be deemed to apply to the trustee for such Obligor and such Obligor as a debtor-in-possession.  The relative rights of the First Lien Creditors and the Second Lien Creditors in respect of any Collateral or proceeds thereof shall continue after the filing of such petition on the same basis as prior to the date of such filing, subject to any court order approving the financing of, or use of cash collateral by, any Obligor.  This Agreement shall constitute a “subordination agreement” for the purposes of Section 510(a) of the Bankruptcy Code and shall be enforceable in any Insolvency Proceeding in accordance with its terms.

6.2Post Petition Financing; Adequate Protection.

(a)If any Obligor or Obligors shall become subject to Insolvency Proceedings and such Obligor or Obligors as debtor(s)-in-possession (or a trustee appointed on behalf of such Obligor or Obligors) shall move for either approval of financing (“DIP Financing”) to be provided by one or more of the First Lien Creditors (or to be provided by any other person or group of persons with the consent of the First Lien Agent) under Section 364 of the Bankruptcy Code or the use of cash collateral with the consent of the First Lien Creditors under Section 363 of the Bankruptcy Code, then subject to Section 6.2(b), the Second Lien Creditors agree as follows:  (i) adequate notice to Second Lien Creditors for such DIP Financing or use of cash collateral shall be deemed to have been given to the Second Lien Creditors if the Second Lien Agent receives written notice in advance of the hearing to approve such DIP Financing or use of cash collateral on an interim basis and at least 5 Business Days in advance of the hearing to approve such DIP Financing or use of cash collateral on a final basis, (ii) such DIP Financing (and any First Lien Obligations which arose prior to the Insolvency Proceeding) may be secured by Liens on all or a part of the assets of the Obligors which shall be superior in priority to the Liens on the assets of the Obligors held by any other Person, (iii) so long as the aggregate principal amount of loans and letter of credit accommodations outstanding under any such DIP Financing, together with the outstanding principal amount of the pre-petition First Lien Obligations, does not exceed the Maximum First Lien Principal Amount, the Second Lien Creditors will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 6.2(b) below, (iv) the Second Lien Creditors will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens (A) to the Liens securing such DIP Financing (the “DIP Liens”) on the same terms (but on a basis junior to the Liens of the First Lien Creditors) as the Liens of the First Lien Creditors are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (B) to any “replacement Liens” granted to the First Lien Creditors as adequate protection of their interests in the Collateral (the “Senior Adequate Protection Liens”) and (C) to any “carve-out” agreed to by the First Lien Agent or the other First Lien Creditors and (v) subject to Section 6.2(b) below, the Second Lien Creditors shall not contest or oppose in any manner any adequate protection provided to the First Lien Creditors as adequate protection of their interests in the Collateral, any DIP Financing or any cash collateral use and shall be deemed to have waived any objections to such adequate protection, DIP Financing or cash collateral use, including, without limitation, any objection alleging Obligors’

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failure to provide “adequate protection” of the interests of the Second Lien Creditors in the Collateral.

(b)Adequate Protection.  Notwithstanding the foregoing provisions in this Section 6.2, in any Insolvency Proceeding, if the First Lien Creditors (or any subset thereof) are granted adequate protection in the form of Senior Adequate Protection Liens, the Second Lien Creditors may seek (and the First Lien Creditors may not oppose) adequate protection of their interests in the Collateral in the form of (i) a replacement Lien on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all Liens securing the First Lien Obligations (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by the First Lien Agent or the other First Lien Creditors) and any Liens securing debtor-in-possession financing (whether or not constituting DIP Financing) on the same basis as the other Liens securing the Second Lien Obligations are so subordinated under this Agreement (provided that any failure of the Second Lien Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Second Lien Creditors pursuant to Section 6.2(a)) and (ii) superpriority claims under Section 507(b) of the Bankruptcy Code junior in all respects to the superpriority claims granted under Section 507(b) of the Bankruptcy Code to the First Lien Creditors on account of any of the First Lien Obligations or granted under Section 364(c)(1) of the Bankruptcy Code with respect to any debtor-in-possession financing (whether or not constituting DIP Financing) or use of cash collateral; provided that the inability of the Second Lien Creditors to receive a Lien on actions under Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers set forth in this Section 6.2; and provided, further, that the Second Lien Agent shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Lien Creditors, in any stipulation and/or order granting such adequate protection, that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims.  The Second Lien Creditors may seek post-petition interest or other adequate protection payments in cash (“Second Lien Bankruptcy Payments”) in any Insolvency Proceeding so long as the aggregate amount of such Second Lien Bankruptcy Payments does not exceed an amount equal to post-petition interest accruing at the non-default rate with respect to the Second Lien Obligations and First Lien Creditors are receiving payment of all post-petition interest accruing with respect to First Lien Obligations, and the First Lien Creditors may oppose such motions.  If Second Lien Creditors receive Second Lien Bankruptcy Payments and the First Lien Obligations (other than the Excluded First Lien Obligations) are not Paid in Full upon the effective date of the plan of reorganization, or conclusion of such Insolvency Proceeding, then the Second Lien Creditors shall pay over to the First Lien Creditors an amount equal to the lesser of (i) the Second Lien Bankruptcy Payments and (ii) the amount of the shortfall in Payment in Full of the First Lien Obligations (excluding the Excluded First Lien Obligations).

6.3Sale of Collateral; Waivers.  The Second Lien Creditors agree that they will not object to or oppose a Disposition of any Collateral securing the First Lien Obligations (or any portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the First Lien Creditors have consented to such or Disposition of such assets, as long as all proceeds of such Disposition received by the

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First Lien Creditors on account of the First Lien Obligations will be applied to the First Lien Obligations to permanently reduce the Maximum First Lien Principal Amount; provided that the Second Lien Agent, on behalf of itself and the other Second Lien Creditors, may raise any objections to any such Disposition of such Collateral that could be raised by any creditor of the Obligors whose claims were not secured by any Liens on such Collateral, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on the status of the Second Lien Agent or the Second Lien Creditors as secured creditors (without limiting the foregoing, neither the Second Lien Agent nor the Second Lien Creditors may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or by any comparable provision of any Bankruptcy Law)) with respect to the Liens granted to the Second Lien Agent.  The Second Lien Agent and the Second Lien Creditors waive any claim they may now or hereafter have arising out of the First Lien Creditors’ election in any proceeding instituted under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code.  The Second Lien Agent and the Second Lien Creditors agree not to initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the First Lien Creditors’ claims as fully secured claims with respect to all or part of the First Lien Obligations or for allowance of any First Lien Obligations (including those consisting of post-petition interest, fees or expenses) or opposing any action by the First Lien Agent or the First Lien Creditors to enforce their rights or remedies arising under the First Lien Documents in a manner which is not prohibited by the terms of this Agreement, (ii) challenging the enforceability, validity, priority or perfected status of any Liens on assets securing the First Lien Obligations under the First Lien Documents, (iii) asserting any claims which the Obligors may hold with respect to the First Lien Creditors, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the First Lien Agent, except, if the First Lien Agent, on behalf of itself and the First Lien Creditors, seeks relief from the automatic stay to exercise its rights against the Collateral under and in accordance with this Agreement, then the Second Lien Agent, on behalf of itself and the Second Lien Creditors, may seek limited relief from the automatic stay to preserve its right to receive proceeds of Collateral payable to it and the Second Lien Creditors under and in accordance with this Agreement including, without limitation, Section 2.4 of this Agreement, or (v) opposing a motion by the First Lien Agent to lift the automatic stay.  The First Lien Creditors agree not to initiate or prosecute or join with any person to initiate or prosecute any claim, action or other proceeding challenging the enforceability, validity, priority or perfected status of any Liens on assets securing the Second Lien Obligations under the Second Lien Documents.

6.4Invalidated Payments.  To the extent that the First Lien Creditors receive payments on the First Lien Obligations or proceeds of Collateral for application to the First Lien Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “First Lien Avoidance”), then to the extent of such payment or proceeds received, such Obligations, or part thereof, intended to be satisfied by such payment or proceeds shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the First Lien Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such First Lien Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the

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Lien priorities and the relative rights and obligations of the First Lien Creditors and the Second Lien Creditors provided for herein with respect to any event occurring on or after the date of such First Lien Avoidance.  The Second Lien Creditors agree that none of them shall be entitled to benefit from any First Lien Avoidance, whether by preference or otherwise, it being understood and agreed that the benefit of such First Lien Avoidance otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

6.5           Payments.  In the event of any Insolvency Proceeding involving one or more Obligors, all proceeds of Collateral (including, without limitation, any Distribution which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Second Lien Secured Claim) shall be paid or delivered directly to First Lien Agent (to be held and/or applied by First Lien Agent in accordance with the terms of the First Lien Documents) until all First Lien Obligations are Paid in Full (other than the Excluded First Lien Obligations) before any of the same shall be made to one or more of the Second Lien Creditors on account of any Second Lien Secured Claim, and each Second Lien Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions in respect of any Second Lien Secured Claim to the First Lien Agent; provided that the foregoing provision shall not apply to Distributions made in respect of the Second Lien Secured Claim pursuant to a plan of reorganization under the Bankruptcy Code with respect to such Obligors which has received the affirmative vote of all classes composed of the First Lien Creditors’ claims and which has been confirmed pursuant to a Final Order.  Each Second Lien Creditor also irrevocably authorizes and empowers the First Lien Agent, in the name of each Second Lien Creditor, to demand, sue for, collect and receive any and all such Distributions in respect of any Second Lien Secured Claim to which the First Lien Creditors are entitled hereunder.  In the event of any Distribution received by the Second Lien Creditors in respect of any Second Lien Deficiency, the Second Lien Creditors shall be entitled to retain such Distribution to the extent the same have been paid pursuant to a plan of reorganization which is confirmed pursuant to a Final Order regardless of whether such plan of reorganization has received the affirmative vote of all classes composed of the First Lien Creditors’ claims.

6.6           Separate Grants of Security and Separate Classification.  Each Second Lien Creditor acknowledges and agrees that (a) the grants of Liens pursuant to the First Lien Documents and the Second Lien Documents constitute two separate and distinct grants of Liens and (b) because of their differing rights in the Collateral, the Second Lien Secured Claims are fundamentally different from the First Lien Secured Claims and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.  Each of the First Lien Creditors and Second Lien Creditors agree that, without the written consent of the other, they shall not seek to vote with the other as a single class in connection with any plan of reorganization or otherwise be treated as the same class of creditors in any Insolvency Proceeding and shall not oppose any pleading or motion by the other for the First Lien Creditors and the Second Lien Creditors to be treated as separate classes of creditors.  Notwithstanding the foregoing, if it is held that the Secured Claims of the First Lien Creditors and the Second Lien Creditors in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Lien Creditors hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior

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secured claims against the Obligors in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the Collateral exceeds the amount of the First Lien Obligations, the First Lien Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, and fees, costs and charges incurred subsequent to the commencement of the applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the Second Lien Creditors.  The Second Lien Creditors hereby acknowledge and agree to turn over to the First Lien Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Creditors.

6.7           Rights as Unsecured Lenders.  In any Insolvency Proceeding, to the extent not prohibited by this Agreement, the Second Lien Creditors may take any action, file any pleading, appear in any proceeding and exercise rights and remedies whether as unsecured lenders or otherwise.  In any Insolvency Proceeding, to the extent not prohibited by this Agreement, the First Lien Creditors may take any action, file any pleading, appear in any proceeding and exercise rights and remedies whether as unsecured lenders or otherwise.  The Second Lien Creditors may vote on any plan of reorganization (including, without limitation, the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension) to the extent not inconsistent with the terms of this Agreement (including, without limitation, Section 2.4).

Section 7.               Miscellaneous.

7.1           Termination.  Subject to Section 5.5, this Agreement shall terminate and be of no further force and effect upon the first to occur of the Payment in Full of (a) the First Lien Obligations or (b) the Second Lien Obligations.

7.2           Successors and Assigns; No Third Party Beneficiaries.

(a)           This Agreement shall be binding upon each Secured Creditor and its respective successors and assigns and shall inure to the benefit of each Secured Creditor and its respective successors, participants and assigns.  No other Person shall have or be entitled to assert rights or benefits hereunder.

(b)           Each Secured Creditor reserves the right to grant participations in, or otherwise sell, assign, transfer or negotiate all or any part of, or any interest in, their respective Obligations; provided that (i) no Secured Creditor shall be obligated to give any notices to or otherwise in any manner deal directly with any participant in the Obligations and no participant shall be entitled to any rights or benefits under this Agreement, except through the Secured Creditor with which it is a participant and (ii) as between any Secured Creditor and the Obligors, any such sale, assignment, transfer or negotiation shall be subject to any applicable restrictions in the relevant Document to which such Secured Creditor is a party.

(c)           In connection with any participation or other transfer or assignment, a Secured Creditor (i) may, subject to its respective Documents, disclose to such assignee, participant or other transferee or assignee all documents and information which such Secured

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Creditor now or hereafter may have relating to any Obligor or the Collateral (and any documents and/or information so disclosed shall be subject to any other applicable confidentiality provisions in the Documents to which such Secured Creditor is a party) and (ii) shall disclose to such participant or other transferee or assignee the existence and terms and conditions of this Agreement.

7.3           Notices.  All notices and other communications provided for hereunder shall be in writing and shall be mailed, sent by overnight courier, telecopied or delivered, as follows:

(a)           if to First Lien Agent, to it at the following address:

General Electric Capital Corporation

2 Bethesda Metro Center

Suite 600

Bethesda, MD 20814

Attention: Portfolio Management Group

Fax: (301) 664-9890

With copies to:

General Electric Capital Corporation

2 Bethesda Metro Center

Suite 600

Bethesda, MD 20814

Attention:  Maryanne Courtney, Internal Counsel

Fax: (866) 358-1754

and

Vedder Price PC

222 North LaSalle Street

Chicago, Illinois 60601

Attention:  Thomas E. Schnur

Fax: (312) 609-5005

(b)           if to Second Lien Agent, to it at the following address:

Wilmington Trust FSB,

246 Goose Lane, Suite 105
Guilford, Connecticut 06437
Attention: Joseph P. O’Donnell
Fax: (203)453-1183

(c)           If to any Obligor, to it at the following address:

Oncure Medical Corp.
188 Inverness Drive West, Suite 650
Englewood, Colorado 80112
Attention:  Chief Executive Officer
Fax:  (303) 643-6560

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with copy to:

Oncure Medical Corp.
18100 Von Karman Avenue, Suite 450
Irvine, California 92612
Attention: General Counsel
Fax:  (949) 863-8835

or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties complying as to delivery with the terms of this Section 7.3.  All such notices and other communications shall be effective (i) if sent by registered mail, return receipt requested, when received or 3 Business Days after mailing, whichever first occurs, (ii) if telecopied, when transmitted and a confirmation is received, provided the same is on a Business Day and, if not, on the next Business Day or (iii) if delivered by messenger or overnight courier, upon delivery, provided the same is on a Business Day and, if not, on the next Business Day.

7.4           Counterparts.  This Agreement may be executed by the parties hereto in several counterparts, and each such counterpart shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

7.5           GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE.  THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CHOICE OF LAW RULES TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  EACH OF THE PARTIES HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG THE PARTIES HERETO PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK.  EACH OF THE PARTIES HERETO EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.

7.6           MUTUAL WAIVER OF JURY TRIAL.  THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS RELATED THERETO.

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7.7           Amendments.  No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Person from the terms hereof, shall in any event be effective unless it is in writing and signed by the Second Lien Agent, with the consent of the Requisite Second Lien Creditors, and the First Lien Agent, with the consent of the Requisite First Lien Creditors; provided that, without the written consent of the Obligors, no amendment, waiver or consent will be effective if (1) it affects any Obligor’s direct obligations hereunder or (2) the effect of such amendment is to reduce the Maximum First Lien Principal Amount or Maximum Second Lien Principal Amount to an amount less than the amount determined under the definition thereof as originally in effect.  The First Lien Agent and Second Lien Agent shall sign amendments and waivers of the provisions, and consent for the departure by any Person from the terms, of this Agreement at the direction or with the consent of the Requisite First Lien Creditors or the Requisite Second Lien Creditors, respectively.  In making any determination as to whether the direction or consent of the Requisite First Lien Creditors or the Requisite Second Lien Creditors has been obtained for any purpose of this Agreement, the First Lien Agent and the Second Lien Agent may conclusively rely on a certificate of each First Lien Series Representative and Second Lien Series Representative, as applicable.  Except as provided in the first sentence of this Section 7.7, in no event shall the consent of any Obligor be required in connection with any amendment or waiver of any provision, or any consent for departure from the terms, of this Agreement.

7.8           No Waiver.  No failure or delay on the part of any Secured Creditor in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.

7.9           Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.

7.10         Further Assurances.  Each party hereto agrees to cooperate fully with each other party hereto to effectuate the intent and provisions of this Agreement and, from time to time, to execute and deliver any and all other agreements, documents or instruments, and to take such other actions, as may be reasonably necessary or desirable to effectuate the intent and provisions of this Agreement.

7.11         Headings.  The section headings contained in this Agreement are and shall be without meaning or content whatsoever and are not part of this Agreement.

7.12         Lien Priority Provisions.  This Agreement and the rights and benefits hereunder shall inure solely to the benefit of the First Lien Agent, the First Lien Creditors, the Second Lien Agent, and the Second Lien Creditors and their respective successors and permitted assigns and no other Person (including the Obligors or any trustee, receiver, debtor in possession or bankruptcy estate in a bankruptcy or like proceeding) shall have or be entitled to assert rights or benefits hereunder.  Nothing contained in this Agreement is intended to or shall impair the obligation of any Obligor to pay the Obligations as and when the same shall become due and payable in accordance with their respective terms, or to affect the relative rights of the lenders of

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any Obligor, other than the First Lien Agent, the First Lien Creditors, the Second Lien Agent, and the Second Lien Creditors as between themselves.

7.13         Credit Analysis.  No Secured Creditor shall be responsible for keeping any other Secured Creditor informed of (a) the financial condition of the Obligors and all other all endorsers, obligors and/or guarantors of the  Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Obligations.  No Secured Creditor shall have any duty to advise any other Secured Creditor of information known to it regarding such condition or any such other circumstances.  No Secured Creditor assumes any liability to any other Secured Creditor or to any other Person with respect to:  (i) the financial or other condition of Obligors under any instruments of guarantee with respect to the Obligations, (ii) the enforceability, validity, value or collectibility of the Obligations, any Collateral therefor or any guarantee or security which may have been granted in connection with any of the Obligations or (iii) any Obligor’s title or right to transfer any Collateral or security.

7.14         Waiver of Claims.  To the maximum extent permitted by law, each party hereto waives any claim it might have against any Secured Creditor with respect to, or arising out of, any action or failure to act or any error of judgment or negligence, mistake or oversight whatsoever on the part of any other party hereto or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Documents or any transaction relating to the Collateral in accordance with this Agreement.  None of the Secured Creditors, nor any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or, except as specifically provided herein, shall be under any obligation to Dispose of any Collateral upon the request of any Obligor or any Secured Creditor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

7.15         Conflicts.  In the event of any conflict between the provisions of this Agreement and the provisions of the Documents, the provisions of this Agreement shall govern.

7.16         Specific Performance.  Each of First Lien Agent and Second Lien Agent may demand specific performance of this Agreement and, on behalf of itself and the respective other Secured Creditors, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action which may be brought by the respective Secured Creditors.

7.17         Provisions Solely to Define Relative Rights.  The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the Secured Creditors.  None of the Obligors or any other creditor thereof shall have any rights hereunder, and none of the Obligors may rely on the terms hereof.  Nothing in this Agreement is intended to or shall impair the obligations of Obligors, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms

7.18         Subrogation.  The Second Lien Agent and the other Second Lien Creditors hereby agree that until the First Lien Termination Date has occurred they will not assert any rights of subrogation it or they may acquire as a result of any payment hereunder; provided that as

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between the Obligors, on the one hand, and the Second Lien Creditors, on the other hand, any such payment that is paid over to the First Lien Agent pursuant to this Agreement shall be deemed not to reduce any of the Second Lien Obligation.

7.19         Entire Agreement.  This Agreement and the Documents embody the entire agreement of the Obligors, the First Lien Agent, the First Lien Creditors, the Second Lien Agent and the Second Lien Creditors with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings relating to the subject matter hereof and thereof and any draft agreements, negotiations and/or discussions involving any Obligor and any of the First Lien Agent, the First Lien Creditors, the Second Lien Agent and the Second Lien Creditors relating to the subject matter hereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

FIRST LIEN AGENT:	GENERAL ELECTRIC CAPITAL CORPORATION, as First Lien Agent
	By:	/s/ Brent Shepherd
		Brent Shepherd
		Duly Authorized Signatory

SECOND LIEN AGENT:	WILMINGTON TRUST FSB, as Trustee and Second Lien Agent
	By:	/s/ Joseph P. O’Donnell
	Name:	Joseph P. O’Donnell
	Title:	Vice President

Each of the undersigned hereby acknowledges and agrees to the foregoing terms and provisions.

BORROWERS:	ONCURE MEDICAL CORP., a Delaware corporation
	FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC., a California corporation
	FROG ONCURE SOUTHSIDE, L.L.C., a Florida limited liability company
	JAXPET, LLC, a Florida limited liability company
	JAXPET/POSITECH, L.L.C.,
	a Florida limited liability company
	MANATEE RADIATION ONCOLOGY, INC., a Florida corporation
	MICA FLO II, INC., a Delaware corporation
	MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation
	POINTE WEST ONCOLOGY, LLC,
	a Delaware limited liability company
	RADIATION ONCOLOGY SERVICES, LLC, a California limited liability company
	U.S. CANCER CARE, INC.,
	a Delaware corporation
	USCC ACQUISITION CORP.,
	a Delaware corporation
	USCC FLORIDA ACQUISITION CORP., a Delaware corporation
	USCC HEALTHCARE MANAGEMENT CORP., a California corporation
		By	/s/ L. Duane Choate
			L. Duane Choate
			As President and Chief Executive Officer of each of the above entities and in such capacity, intending by this signature to legally bind each of the above entities

BORROWERS:	SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC., a Florida corporation
	VENICE ONCOLOGY CENTER, INC., a Florida corporation
	ENGLEWOOD ONCOLOGY, INC., a Florida corporation
	CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC., a Florida corporation
	INTERHEALTH FACILITY TRANSPORT, INC., a Florida corporation
	SARASOTA COUNTY ONCOLOGY, INC., a Florida corporation
	COASTAL ONCOLOGY, INC., a California corporation
	SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP., a California corporation
		By	/s/ L. Duane Choate
			L. Duane Choate
			As President and Chief Executive Officer of each of the above entities and in such capacity, intending by this signature to legally bind each of the above entities

OBLIGORS:	ONCURE HOLDINGS, INC., a Delaware corporation, as Holdings
	By	/s/ L. Duane Choate
		L. Duane Choate
		President and Chief Executive Officer

EXHIBIT A
to Intercreditor Agreement

[FORM OF]
INTERCREDITOR AGREEMENT JOINDER

The undersigned, [                                      ], a [                                      ], hereby agrees to become party as [First] [Second] Lien Series Representative under the Intercreditor Agreement dated as of May 13, 2010 (as amended, restated or otherwise modified from time to time, the “Intercreditor Agreement”; unless otherwise defined herein, each capitalized term used herein shall the meaning assigned to such term in the Intercreditor Agreement), among Oncure Medical Corp., a Delaware corporation (“Oncure”), the other Obligors from time to time party thereto, General Electric Capital Corporation, as the initial First Lien Agent and Trustee, as initial Second Lien Agent, for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof.

The undersigned further agrees:

(a)           each Series of [First][Second] Lien Obligations will be and are secured equally and ratably by all [First][Second] Liens at any time granted by any Obligor to secure any Obligations in accordance with Section 2.14 of the Intercreditor Agreement in respect of a Series of [First][Second] Lien Obligations, whether or not upon property otherwise constituting collateral for a Series of [First][Second] Lien Obligations, and that all such [First][Second] Liens will be enforceable by the [First][Second] Lien Agent for the benefit of all holders of [First][Second] Lien Obligations;

(b)           the [First] [Second] Lien Creditors under the Credit Facility for which the undersigned is the [First] [Second] Series Representative (hereinafter, excluding the [First] [Second] Lien Agent in its capacity as such, the “Related Series Creditors”) have authorized the undersigned to act on their behalf and to enter into this Agreement and any separate intercreditor agreement to which the undersigned has or will become a party and are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [First][Second] Liens;

(c)           the undersigned will not (i) hold any Collateral in its possession (except through the [First][Second] Lien Agent as provided in the Intercreditor Agreement), (ii) seek to have its name indicated as a lienholder on any certificate of title (unless the undersigned is or becomes the [First][Second] Lien Agent) and (iii) take  any Enforcement Action except with the consent and at the direction of [First][Second] Lien Agent;

(d)           the undersigned  further irrevocably consents to the [First][Second] Lien Agent exercise of its powers and performance of its duties under the Intercreditor Agreement and, as they relate to the Collateral and its powers and obligations under the Intercreditor Agreement, the other [First][Second] Lien Documents, and all powers incidental thereto; and/or the undersigned  certifies that it has entered into a separate intercreditor agreement with the [First][Second] Lien Agent governing the relative rights of the holders of each Series of [First][Second] Lien Obligations in respect of the [First][Second] Lien Collateral;

(e)           notwithstanding the use of the defined term “[First] [Second] Lien Agent,” it is expressly understood and agreed that the [First] [Second] Lien Agent shall not have any fiduciary responsibilities to any Related Series Creditor by reason of the Intercreditor Agreement and that the [First] [Second] Lien Agent is merely acting as the representative of the Related Series Creditors with only those duties as are expressly set forth in the Intercreditor Agreement, and the undersigned, on behalf of each of the Related Series Creditors, agrees to assert no claim against the [First] [Second] Lien Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims the undersigned, on behalf of each of the Related Series Creditors, waives;

(f)            the [First] [Second] Lien Agent shall have no implied duties to the Related Series Creditors, or any obligation to the Related Series Creditors to take any action under the Intercreditor Agreement or under any of the [First] [Second] Lien Documents, except any action specifically required by the Intercreditor Agreement to be taken by the [First] [Second] Lien Agent or directed by the Requisite [First] [Second] Lien Creditors in accordance with the terms of the Intercreditor Agreement;

(g)           the [First] [Second] Lien Agent shall not be obligated to take any such action (i) which is in conflict with any provisions of applicable law or of the Intercreditor Agreement or any [First] [Second] Lien Document or (ii) with respect to which the [First] [Second] Lien Agent, in its opinion, shall not have been provided adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it as a result of compliance with such direction, and under no circumstances shall the [First] [Second] Lien Agent be liable for following the written direction of the Requisite [First] [Second] Lien Creditors;

(h)           the undersigned, on behalf of each of the Related Series Creditors, hereby agrees, promptly upon request by the [First] [Second] Lien Agent, to provide to the [First] [Second] Lien Agent in writing such information regarding the Obligations held by such Related Series Creditor as may be reasonably required by the [First] [Second] Lien Agent, and the undersigned, on behalf of each of the Related Series Creditors, shall notify the [First] [Second] Lien Agent in writing promptly following the repayment in full of all Obligations owing to such Related Series Creditors;

(i)            the [First] [Second] Lien Agent may execute any of its duties as the [First] [Second] Lien Agent under the Intercreditor Agreement and under any [First] [Second] Lien Document by or through employees, agents, and attorneys-in-fact and shall be entitled to rely on advice of counsel concerning any and all matters pertaining to the [First] [Second] Lien Agent’s powers and duties under the Intercreditor Agreement or under any [First] [Second] Lien Documents;

(j)            the [First] [Second] Lien Agent shall be entitled to rely upon any notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect of legal matters, upon the opinion of counsel selected by the [First] [Second] Lien Agent, which may be employees of the [First] [Second] Lien Agent;

(k)           neither the [First] [Second] Lien Agent nor any of its directors, officers, affiliates, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made by any Obligor or other Person in connection with any [First] [Second] Lien Document; (ii) the performance or observance of any of the covenants or agreements of any Obligor or other Person under any [First] [Second] Lien Document; (iii) the satisfaction or observance of any condition or covenant specified in any of the [First] [Second] Lien Documents; (iv) the existence or possible existence of any default or event of default under the [First] [Second] Lien Documents; (v) the validity, enforceability, effectiveness or genuineness of any [First] [Second] Lien Document or any other instrument or writing furnished in connection herewith; (vi) the validity, perfection or priority of any Lien created under any [First] [Second] Lien Document; or (vii) the financial condition of any Obligor or other Person; and

(l)            the undersigned, on behalf of each Related Series Creditors, agrees to reimburse and indemnify the [First] [Second] Lien Agent ratably in proportion to their respective pro rata shares of the [First ] [Second] Lien Obligations as of the date of any demand by the [First] [Second] Lien Agent with respect thereto (i) for any amounts not reimbursed by any Obligor under the [First] [Second] Lien Documents, (ii) for any other expenses incurred by the [First] [Second] Lien Agent, on behalf of the [First] [Second] Lien Creditors, in connection with the preservation or protection of the Collateral or the validity, perfection or priority of the [First] [Second] Lien Agent’s interest therein or the enforcement of the [First] [Second] Lien Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the [First] [Second] Lien Agent in any way relating to or arising out of the Intercreditor Agreement, any [First] [Second] Lien Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Related Series Creditor shall be liable for any of the foregoing to the extent any of the foregoing is found in a final nonappealable judgment by a court of competent jurisdiction to have arisen solely from the gross negligence or willful misconduct of the [First] [Second] Lien Agent.  The agreements in this clause (l) shall survive the repayment of the Obligations and the termination of the other provisions of the Intercreditor Agreement.

Notices and other communications provided for in the Intercreditor Agreement shall be delivered by hand or by nationally recognized overnight courier service, mailed by certified or registered mail or sent by fax to the undersigned as follows:

[Address and Fax Number of undersigned].

IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor Agreement Joinder to be executed by their respective officers or representatives as of                                      , 20      .

Undersigned:
	By:
		Name:
		Title:

For purposes of Section 2.14 of the

Intercreditor Agreement, the [First Lien Agent][Second Lien Agent] hereby

acknowledges and accepts this Intercreditor Agreement Joinder.

[First Lien Agent][Second Lien Agent]

By:
	Name:
	Title:

S-3

EX-10.28

Exhibit 10.28

SUBORDINATION AGREEMENT

THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of this 13th day of May, 2010, by and among ONCURE HOLDINGS, INC.,  a Delaware corporation (“Holdings”), ONCURE MEDICAL CORP., a Delaware corporation (“Oncure”), and each of the entities identified on Exhibit A hereto (Oncure and such entities referred to herein individually and collectively, as “Borrower”), GENSTAR CAPITAL, LLC, a Delaware limited liability company (“Subordinated Creditor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent (in such capacity, “Agent”) for itself and the other financial institutions or entities from time to time party to the Credit Agreement as lenders (collectively referred to herein as the “Lenders”), and together with Agent, collectively referred to herein as “Senior Secured Parties” and individually referred to herein as a “Senior Secured Party”).

RECITALS

A.Holdings, as guarantor, Borrower, Agent and the Lenders have entered into that certain Credit Agreement dated as of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) pursuant to which, among other things, Agent and Lenders have agreed, subject to the terms and conditions set forth in the Credit Agreement, to make certain loans and financial accommodations to Borrower.  All of Borrower’s obligations to Agent and Lenders under the Credit Agreement and the other Loan Documents are secured by first priority Liens on and security interests in substantially all of the now existing and hereafter acquired assets of Borrower, Holdings and subject to certain exceptions set forth in the Credit Agreement or other Loan Documents, any future direct or indirect subsidiary of Borrower (each, a “Loan Party” and collectively, the “Loan Parties”) (all collateral, now or hereafter encumbered by the Lien or security interest of any Loan Document, is herein referred to collectively as the “Collateral”).

C.Subordinated Creditor and Oncure have entered into that certain Advisory Services Agreement dated as of August 18, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with Section 3.2 hereof, the “Management Agreement”) pursuant to which, among other things, Oncure has agreed, subject to the terms and conditions set forth in the Management Agreement, to pay certain management fees to Subordinated Creditor.

D.As an inducement to and as one of the conditions precedent to the agreement of, Agent and the Lenders to consummate the transactions contemplated by, Senior Secured Parties have required the execution and delivery of this Agreement by Subordinated Creditor, Holdings and Borrower in order to set forth the relative rights and priorities of Senior Secured Parties and Subordinated Creditor under the Senior Loan Documents and the Subordinated Debt Documents (as hereinafter defined).

NOW, THEREFORE, in order to induce Agent and the Lenders to consummate the transactions contemplated by the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby covenant and agree as follows:

1.Definitions.  Unless defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement, and the following terms shall have the following meanings in this Agreement:

“Bankruptcy Code” shall mean Chapter 11 of Title 11 of the United States Code, as amended from time to time, and any successor statute and all rules and regulations promulgated thereunder.

“Distribution” means, with respect to any indebtedness or obligation, (a) any payment or distribution by any Person of cash, securities or other property, by set-off or otherwise, on account of such indebtedness or obligation, (b) any redemption, purchase or other acquisition of such indebtedness or obligation by any Person, or (c) the granting of any Lien or security interest to or for the benefit of the holders of such indebtedness or obligation in or upon any property of any Person.

“Enforcement Action” shall mean (a) to take from or for the account of Borrower or any guarantor of the Subordinated Debt, by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by Borrower or any such guarantor with respect to the Subordinated Debt; (b) to sue for payment of, or to initiate or participate with others in any suit, action or proceeding against Borrower or any such guarantor to (i) enforce payment of or to collect the whole or any part of the Subordinated Debt, or (ii) commence judicial enforcement of any of the rights and remedies under the Subordinated Debt Documents or applicable law with respect to the Subordinated Debt, including, without limitation, any judicial proceedings to obtain possession of any premises leased under the Subordinated Debt Documents; (c) to accelerate the Subordinated Debt; (d) to exercise any put option or redemption right or to cause Borrower or any such guarantor to honor any redemption or mandatory prepayment obligation under any Subordinated Debt Document; (e) to notify account debtors or directly collect accounts receivable or other payment rights of Borrower or any such guarantor; (f) to exercise any self-help remedies available to the Subordinated Creditor in its capacity as a landlord under a lease which constitutes a portion of the Subordinated Debt Documents; or (g) take any action under the provisions of any state or federal law, including, without limitation, the Uniform Commercial Code, or under any contract or agreement, to enforce, foreclose upon, take possession of or sell any property or assets of Borrower or any such guarantor including the Collateral.

“Lien” shall mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset.

“Permitted Subordinated Debt Payments” means payments of regularly scheduled payments of the (a) Management Fee referred to in the Management Agreement, (b) Advisory Fee referred to in the Management Agreement, (c) the closing fee referred to in Section 2 of the Management Agreement, and (d) reasonable expenses and documented expenses incurred in connection with providing services under the Management Agreement, all due and payable on a non-accelerated basis in accordance with the terms of the Management Agreement as in effect on the date hereof, but only if (a) true, correct and complete copies of the Management Agreement have been delivered to Senior Secured Parties, and (b) such payments are made as permitted

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herein or as otherwise approved in writing by Agents (which approval may be given or withheld in each Agent’s sole and absolute discretion).

“Person” means any natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“Proceeding” shall mean any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person.

“Senior Loan” shall mean all obligations, liabilities and indebtedness of every nature of the Loan Parties from time to time owed to Agent and Lenders under the Loan Documents or otherwise, whether now existing or hereafter created, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, whether before or after the filing of a Proceeding under the Bankruptcy Code, together with (a) any amendments, modifications, renewals or extensions thereof, and (b) any interest accruing thereon after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim.

“Senior Loan Default” shall mean any “Event of Default”, as defined in the Credit Agreement.

“Senior Loan Documents” shall mean the promissory notes or other instruments evidencing the Senior Loan or the obligation to pay the Senior Loan, any guaranty with respect to the Senior Loan, any security agreement or other collateral document securing the Senior Loan (including, without limitation, the Credit Agreement) and all other documents, agreements and instruments now existing or hereafter entered into evidencing or pertaining to all or any portion of the Senior Loan (including, without limitation, the “Loan Documents”, as defined in the Credit Agreement).

“Subordinated Debt” shall mean all obligations, liabilities and indebtedness of every nature of any Loan Party from time to time owed to Subordinated Creditor, whether now existing or hereafter created, including, without limitation, the principal amount of all debts, claims (including, without limitation, indemnification rights arising in Subordinated Creditor’s capacity as a shareholder, officer, director, member and/or partner of Borrower and any right of Subordinated Creditor to a return of any capital contributed to Borrower) and indebtedness, accrued and unpaid interest and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, whether before or after the filing of a Proceeding under the Bankruptcy Code together with any amendments, modifications, renewals or extensions thereof, including but not limited to the obligations of Borrower pursuant to the Management Agreement.

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“Subordinated Debt Documents” shall mean the Management Agreement, and all other documents, agreements and instruments now existing or hereafter entered into evidencing or pertaining to all or any portion of the Subordinated Debt.

“Termination Date” shall mean the date upon which the Senior Loan has been indefeasibly paid in full in cash and all lending commitments of Agent and Lenders under the Senior Loan Documents have been terminated as evidenced in writing by Agent.

2.Subordination.

2.1.Subordination of Subordinated Debt to Senior Loan.  Each Loan Party covenants and agrees, and Subordinated Creditor likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, that the payment of any and all of the Subordinated Debt, and Subordinated Creditor’s right to receive and accept such payment, shall be subordinate and subject in right and time of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all of the Senior Loan at all times prior to the Termination Date.  Each holder of the Senior Loan, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired the Senior Loan in reliance upon the provisions contained in this Agreement.

2.2.Subordinated Debt Payment Restrictions.  Notwithstanding the provisions of subsection 2.1 hereinabove, Permitted Subordinated Debt Payments may be made by the Loan Parties or accepted by Subordinated Creditor, but only if, at the time of such payment, no Senior Loan Default exists or would be created by reason of such payment.

2.3.Subordinated Debt Standstill Provisions.  Until the Termination Date, Subordinated Creditor shall not, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt.

2.4.Incorrect Payments.  If any Distribution on account of the Subordinated Debt not permitted to be made by a Loan Party or accepted by Subordinated Creditor under this Agreement is made and received by Subordinated Creditor, such Distribution shall not be commingled with any of the assets of Subordinated Creditor, shall be held in trust by Subordinated Creditor for the benefit of Agent and the Lenders and shall be promptly paid over to Agent for application in accordance with the Senior Loan Documents to the payment of the Loan then remaining unpaid until the Termination Date.

2.5.Agreement Not to Take Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens.  Until the Senior Loan has been indefeasibly paid in full in cash and all lending commitments under the Senior Loan Documents have terminated, Subordinated Creditor shall not take any Liens or security interests in any Collateral, nor shall Subordinated Creditor accept any security for the Subordinated Debt at any time. If, notwithstanding the terms of this Agreement, Subordinated Creditor shall at any time obtain any Lien or security interest in any Collateral, upon the request of any Senior Secured Party Subordinated Creditor shall (or shall cause its agent) to release, on a prompt basis, any Liens and security interests which it may have in such Collateral.  Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the

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Senior Debt Documents, or the liens and security interests of Senior Agent in the Collateral securing the Senior Debt.  In furtherance of the foregoing, Subordinated Creditor hereby irrevocably appoints Agent, until the Termination Date, its attorney-in-fact with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise to execute and deliver any document or instrument that Subordinated Creditor may be required to deliver pursuant to this subsection 2.5 if Subordinated Creditor fails to so execute and deliver the same within ten (10) days after request by any of the Senior Secured Parties.

2.6.Application of Proceeds from Sale or other Disposition of the Collateral.  In the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms of the Senior Loan Documents or as otherwise consented to by Agent until the Termination Date.

2.7.Reserved.

2.8.Reserved.

2.9.Liquidation, Dissolution, Bankruptcy.  In the event of any Proceeding involving any Loan Party:

(a)Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be held in trust for the benefit of Agent and the Lenders and paid over, or delivered directly, to Agent for application in accordance with the Senior Loan Documents to the payment of the Senior Loan then remaining unpaid until the Termination Date of the Senior Loan.  Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Agent. Subordinated Creditor also irrevocably authorizes and empowers Agent, in the name of Subordinated Creditor, to demand, sue for, collect and receive any and all such Distributions.

(b)Subordinated Creditor agrees that Senior Secured Parties may consent to the use of cash collateral or provide financing to any Loan Party on such terms and conditions and in such amounts as Senior Secured Parties, in their sole discretion, may decide and, in connection therewith, any Loan Party may grant to Senior Secured Parties Liens and security interests upon all of the property of such Loan Party, which Liens and security interests (i) shall secure payment of the Senior Loan (whether such Senior Loan arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Secured Parties during the Proceeding, and (ii) shall be superior in priority to the Liens and security interests, if any, in favor of Subordinated Creditor on the property of such Loan Party. Subordinated Creditor agrees that it will not object to or oppose a sale or other disposition of any property securing all of any part of the Senior Loan free and clear of security interests, Liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if Senior Secured Parties have consented to such sale or disposition. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees

5

that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Senior Secured Parties. Subordinated Creditor waives any claim it may now or hereafter have arising out of Senior Secured Parties’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Senior Secured Parties’ prior written consent.

(c)Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Senior Secured Parties in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent, until the Termination Date, as its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to thirty (30) days before the expiration of the time to file any such proof of claim, and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to fifteen (15) days before the expiration of the time to vote any such claim; provided, however, that Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim.  Subordinated Creditor hereby assigns to Senior Secured Parties or their nominee (and will, upon request of Senior Secured Parties, reconfirm in writing the assignment to Senior Secured Parties or their nominee of) all rights of Subordinated Creditor under such claims.

(d)The Senior Loan shall continue to be treated as the Senior Loan and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Secured Parties and Subordinated Creditor even if all or part of the Senior Loan or the Liens or security interests securing the Senior Loan are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Loan is rescinded or must otherwise be returned by any holder of the Senior Loan or any representative of such holder.

3.Modifications.

3.1.Modifications to Senior Loan Documents.  Agent may at any time and from time to time without the consent of or notice to Subordinated Creditor, without incurring liability to Subordinated Creditor and without impairing or releasing the obligations of Subordinated Creditor under this Agreement, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior Loan, or amend, restate, supplement or otherwise modify in any manner any Senior Loan Document.

3.2.Modifications to Subordinated Debt Documents.  At all times prior to the Termination Date, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither Subordinated Creditor nor any Loan Party shall, without the prior written consent of Agent, agree to any amendment, restatement, modification or supplement to the Subordinated Debt Documents that would (i) be materially adverse to any Senior Secured Party, (ii) cause or allow the indebtedness of the Loan Parties to Subordinated Creditor to be increased beyond the amount due and owing from time to time under the Subordinated Debt Documents as in effect on the date hereof or (iii) shorten the period or

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increase the frequency of timing of repayment of the Subordinated Debt from the period and timing set forth under the Subordinated Debt Documents as in effect on the date hereof.  Nothing herein, including the provisions of this Agreement pertaining to subordination of Liens on the Collateral, shall be construed to imply Agent’s consent to any Subordinated Debt Document which grants a Lien upon any of the Collateral.

4.Waiver of Certain Rights by Subordinated Creditor.

4.1.Marshaling.  Subordinated Creditor hereby waives any rights it may have under applicable law to assert the doctrine of marshaling or to otherwise require Agent to marshal any property of any Loan Party for the benefit of Subordinated Creditor.

4.2.Rights Relating to Senior Secured Parties’ Actions with respect to the Collateral.  Subordinated Creditor hereby waives, to the extent permitted by applicable law, any rights which it may have to enjoin or otherwise obtain a judicial or administrative order preventing Agent from taking, or refraining from taking, any action with respect to all or any part of the Collateral. Without limitation of the foregoing, Subordinated Creditor hereby agrees (a) that it has no right to direct or object to the manner in which Agent applies the proceeds of the Collateral resulting from the exercise by Agent of rights and remedies under the Senior Loan Documents to the Senior Loan to which Agent is a party, and (b)  that Agent has not assumed any obligation to act as the agent for Subordinated Creditor with respect to the Collateral.

4.3.Rights Relating to Disclosures.  Subordinated Creditor hereby agrees that Senior Secured Parties have not assumed any obligation or duty to disclose information regarding any Loan Party or the Senior Loan to Subordinated Creditor, and no Senior Secured Party shall have a special or fiduciary relationship to Subordinated Creditor.  Subordinated Creditor hereby fully waives and releases each Senior Secured Party from any affirmative disclosures which may be required of such Senior Secured Party under applicable law.

5.Construction.  The terms of this Agreement were negotiated among business persons sophisticated in the area of business finance, and accordingly, in construing the terms of this Agreement, no rule or law which would require that this instrument be construed against the party who drafted this instrument shall be given any force or effect.

6.Modification.  Any modification or waiver of any provision of this Agreement, or any consent to any departure by any party from the terms hereof, shall not be effective in any event unless the same is in writing and signed by Agent and Subordinated Creditor, and then such modification, waiver or consent shall be effective only in the specific instance and for the specific purpose given. Any notice to or demand on any party hereto in any event not specifically required hereunder shall not entitle the party receiving such notice or demand to any other or further notice or demand in the same, similar or other circumstances unless specifically required hereunder.

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7.Further Assurances.  Each party to this Agreement promptly will execute and deliver such further instruments and agreements and do such further acts and things as may be reasonably requested in writing by any other party hereto that may be necessary or desirable in order to effect fully the purposes of this Agreement.

8.Notices.  Any notice or other communication required or permitted under this Agreement shall be in writing and personally delivered, mailed by registered or certified mail (return receipt requested and postage prepaid), sent by telecopier (with a confirming copy sent by regular mail), or sent by prepaid overnight courier service, and addressed to the relevant party at its address set forth below, or at such other address as such party may, by written notice, designate as its address for purposes of notice under this Agreement:

If to Agent at:	General Electric Capital Corporation
	Two Bethesda Metro Center, Suite 600
	Bethesda, Maryland 20814
	Attention: General Counsel
	Facsimile: (301) 664-9890
If to Borrower at:	Oncure Medical Corp.
	188 Inverness Drive West, #650
	Englewood, Colorado 80112
	Attention: Chief Executive Officer
	Facsimile: (303) 643-6500
If to Subordinated Creditor at:	Genstar Capital, LLC
	4 Embarcadero Center, Suite 1900
	San Francisco, California 94111
	Attention: Robert Weltman, Managing Director
	Facsimile:

If mailed, notice shall be deemed to be given five (5) days after being sent, and if sent by personal delivery, telecopier or prepaid courier, notice shall be deemed to be given when delivered.

9.Successors and Assigns.  This Agreement shall inure to the benefit of, and shall be binding upon, the respective successors and assigns of Senior Secured Parties, Subordinated Creditor and the Borrower. Senior Secured Parties may, from time to time, without notice to Subordinated Creditor, assign or transfer any or all of the Senior Loan or any interest therein to any Person and, notwithstanding any such assignment or transfer, or any subsequent assignment or transfer, the Senior Loan shall, subject to the terms hereof, be and remain the Senior Loan for purposes of this Agreement, and every permitted assignee or transferee of any of the Senior Loan or of any interest therein shall, to the extent of the interest of such permitted assignee or transferee in the Senior Loan, be entitled to rely upon and be the third party beneficiary of the subordination provided under this Agreement and shall be entitled to enforce the terms and provisions hereof to the same extent as if such assignee or transferee were initially a party hereto.

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10.Relative Rights.  This Agreement shall define the relative rights of Senior Secured Parties and Subordinated Creditor. Nothing in this Agreement shall (a) impair, as between the Loan Parties and Senior Secured Parties, the obligation of any Loan Party with respect to the payment of the Senior Loan and the Subordinated Debt in accordance with their respective terms, or (b) affect the relative rights of Senior Secured Parties or Subordinated Creditor with respect to any other creditors of any Loan Party.

11.Miscellaneous.  In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the Subordinated Debt Documents, the provisions of this Agreement shall control and govern. The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart containing signatures pages signed by each party. In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement. This Agreement shall be governed by and shall be construed and enforced in accordance with the internal laws of the State of New York, without regard to choice of law rules to the extent the application of the laws of another jurisdiction would be required thereby.

12.Continuation of Subordination; Termination of Agreement.  This Agreement shall remain in full force and effect until Termination Date, after which this Agreement shall terminate without further action on the part of the parties hereto.

13.CONSENT TO JURISDICTION.  EACH OF SUBORDINATED CREDITOR, HOLDINGS AND BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT’S ELECTION ON OR PRIOR TO THE LOAN TERMINATION DATE, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS.  EACH OF SUBORDINATED CREDITOR AND BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.  EACH OF SUBORDINATED CREDITOR, HOLDINGS AND BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUBORDINATED CREDITOR, HOLDINGS AND BORROWER AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED. IN ANY LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING TO THIS AGREEMENT, ALL DIRECTORS, OFFICERS,

9

EMPLOYEES AND AGENTS OF SUBORDINATED CREDITOR, HOLDINGS, BORROWER OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF SUBORDINATED CREDITOR OR BORROWER OR HOLDINGS, AS APPLICABLE, FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE).  EACH OF SUBORDINATED CREDITOR, HOLDINGS AND BORROWER IN ANY EVENT WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY ANY SENIOR SECURED PARTY, ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER ITS CONTROL AND RELATING TO THE DISPUTE.

14.WAIVER OF JURY TRIAL.  SUBORDINATED CREDITOR, HOLDINGS, BORROWER AND SENIOR SECURED PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE SUBORDINATED DEBT DOCUMENTS OR ANY OF THE SENIOR LOAN DOCUMENTS. EACH OF SUBORDINATED CREDITOR, HOLDINGS, BORROWER AND SENIOR SECURED PARTIES ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE SENIOR LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF SUBORDINATED CREDITOR, HOLDINGS, BORROWER AND SENIOR SECURED PARTIES WARRANTS AND REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

(SIGNATURES APPEAR ON FOLLOWING PAGES)

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ADMINISTRATIVE AGENT:	GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
	By:	/s/ Brent Shepherd
		Brent Shepherd
		Duly Authorized Signatory

SUBORDINATED CREDITOR:	GENSTAR CAPITAL, LLC, a Delaware limited liability company
	By:	/s/ Robert J. Weltman
	Name:	Robert J. Weltman
	Title:	Managing Director

BORROWER:	ONCURE MEDICAL CORP., a Delaware corporation
	FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC., a California corporation
	FROG ONCURE SOUTHSIDE, L.L.C., a Florida limited liability company
	JAXPET, LLC, a Florida limited liability company
	JAXPET/POSITECH, L.L.C.,
	a Florida limited liability company
	MANATEE RADIATION ONCOLOGY, INC., a Florida corporation
	MICA FLO II, INC., a Delaware corporation
	MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation
	POINTE WEST ONCOLOGY, LLC,
	a Delaware limited liability company
	RADIATION ONCOLOGY CENTER, LLC, a California limited liability company
	U.S. CANCER CARE, INC.,
	a Delaware corporation
	USCC ACQUISITION CORP.,
	a Delaware corporation
	USCC FLORIDA ACQUISITION CORP., a Delaware corporation
	USCC HEALTHCARE MANAGEMENT CORP., a California corporation
		By	/s/ L. Duane Choate
			L. Duane Choate
			As President and Chief Executive Officer of each of the above entities and in such capacity, intending by this signature to legally bind each of the above entities

BORROWER:	SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC., a Florida corporation
	VENICE ONCOLOGY CENTER, INC., a Florida corporation
	ENGLEWOOD ONCOLOGY, INC., a Florida corporation
	CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC., a Florida corporation
	INTERHEALTH FACILITY TRANSPORT, INC., a Florida corporation
	SARASOTA COUNTY ONCOLOGY, INC., a Florida corporation
	COASTAL ONCOLOGY, INC., a California corporation
	SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP., a California corporation
		By	/s/ L. Duane Choate
			L. Duane Choate
			As President and Chief Executive Officer of each of the above entities and in such capacity, intending by this signature to legally bind each of the above entities

HOLDINGS:	ONCURE HOLDINGS, INC., a Delaware corporation
	By	/s/ L. Duane Choate
		L. Duane Choate
		President and Chief Executive Officer

EXHIBIT A — LIST OF BORROWERS

1.Oncure Medical Corp., a Delaware corporation

2.Fountain Valley & Anaheim Radiation Oncology Centers, Inc., a California corporation

3.FROG Oncure Southside, L.L.C., a Florida limited liability company

4.JAXPET, LLC, a Florida limited liability company

5.JAXPET/Positech, L.L.C., a Florida limited liability company

6.Manatee Radiation Oncology, Inc., a Florida corporation

7.Mica Flo II, Inc., a Delaware corporation

8.Mission Viejo Radiation Oncology Medical Group, Inc., a California corporation

9.Pointe West Oncology, LLC, a Delaware limited liability company

10.Radiation Oncology Center, LLC, a California limited liability company

11.U.S. Cancer Care, Inc., a Delaware Corporation

12.USCC Acquisition Corp., a Delaware corporation

13.USCC Florida Acquisition Corp., a Delaware corporation

14.USCC Healthcare Management Corp., a California corporation

15.Sarasota Radiation & Medical Oncology Center, Inc., a Florida corporation

16.Venice Oncology Center, Inc., a Delaware corporation

17.Englewood Oncology, Inc., a Florida corporation

18.Charlotte Community Radiation Oncology, Inc., a Florida corporation

19.Interhealth Facility Transport, Inc., a Florida corporation

20.Sarasota County Oncology, Inc., a Florida corporation

21.Coastal Oncology, Inc., a California corporation

22.Santa Cruz Radiation Oncology Management Corp., a California corporation

EX-10.29

Exhibit 10.29

INVESTOR RIGHTS AGREEMENT

DATED AS OF AUGUST 18, 2006

BY AND AMONG

ONCURE HOLDINGS, INC.

AND

THE STOCKHOLDERS NAMED HEREIN

TABLE OF CONTENTS

		Page
Section 1.	Definitions	7
Section 2.	General Restrictions on Transfer of Capital Stock and Other General Provisions	12
2.1	Transfer of Capital Stock	12
2.2	Restrictions on Transfer	14
2.3	Agreement to be Bound	14
2.4	Legends	14
2.5	Termination	16
Section 3.	Bring-Along Rights	16
3.1	Bring-Along Right	16
3.2	Conditions	17
3.3	Terms of Bring-Along	17
3.4	Pro Rata Portion	18
3.5	Exclusions	18
3.6	Termination	18
Section 4.	Right of First Refusal	18
4.1	Transfer Notice	18
4.2	Company Right	18
4.3	Genstar Parties’ and Other Stockholders’ Right	18
4.4	Valuation of Property	19
4.5	Failure to Exercise Right of First Refusal; Additional Transfers	20
4.6	Exclusions	20
4.7	Termination	20
Section 5.	Tag-Along Rights	20
5.1	Tag-Along Right	20
5.2	Extent of Right to Participate	20
5.3	Type of Interests	21
5.4	Terms of Tag-Along	21
5.5	Failure to Exercise Tag-Along Right; Additional Transfers	21
5.6	Exclusions	21
5.7	Termination	22
Section 6.	Preemptive Rights	22
6.1	Grant of Right	22
6.2	Issuance of New Securities	22
6.3	Exercise of Right	22
6.4	Right Not Exercised	22
6.5	New Securities	23
6.6	Pro Rata Portion	23
6.7	Termination	23

2

TABLE OF CONTENTS

		Page
Section 7.	Covenants of the Company	23
7.1	Financial Reports	23
7.2	Additional Information; Board Observer Rights	24
7.3	Confidentiality	17

3

TABLE OF CONTENTS

		Page
Section 8.	Registration Rights	26
8.1	Demand registration	26
8.2	Form S-3 Registration Statement
8.3	Piggyback Registrations	28
8.4	Underwriters, priority, hold-back and certain other matters	29
8.5	Registration Procedures	31
8.6	Registration Expenses	36
8.7	Indemnification	37
8.8	Rule 144	39
8.9	Assignment of Registration Rights	39
Section 9.	Management of the Company; Board of Directors; Approval Rights	39
9.1	Board of Directors	39
9.2	Fees and Expenses	41
9.3	Special Approval Rights of the Genstar Significant Stockholders	41
Section 10.	Representations and Warranties	41
10.1	By the Stockholders	41
10.2	By the Company	42
10.3	By FROG	42
Section 11.	Miscellaneous	43
11.1	Dividends, Splits, Other Recapitalizations, Etc.	43
11.2	No Assignments; Binding Effect	43
11.3	Amendments	43
11.4	Notices	44
11.5	Governing Law	44
11.6	Dispute Resolution; Venue	44
11.7	Remedies	45
11.8	Cumulative Remedies	45
11.9	Invalidity	45
11.10	Interpretation	45
11.11	No Third Party Beneficiaries	46
11.12	Independent Legal Advice	46

4

TABLE OF CONTENTS

		Page
11.13	Multiple Counterparts	46

5

INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this “Agreement”) is entered into as of August 18, 2006 by and among OnCure Holdings, Inc., a Delaware corporation (the “Company”), Genstar Capital Partners IV, L.P., a Delaware limited partnership (“Genstar IV”), Stargen IV, L.P., a Delaware limited partnership (“Stargen IV” and, together with Genstar IV, the “Genstar Parties”), each of the Person(s) identified as an “Additional Investor” on Schedule A hereto (the “Additional Investors”) and Florida Radiation Oncology Group, Florida general partnership (“FROG”). The stockholders identified on Schedule A hereto and any other Person (as defined below) who becomes a stockholder of the Company after the date hereof and executes a counterpart to this Agreement are collectively referred to as the “Stockholders” and individually as a “Stockholder.”

RECITALS

WHEREAS, pursuant to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate”), the Company is authorized to issue up to an aggregate of 50 million shares of Common Stock (as defined below) and one million shares of Preferred Stock (as defined below);

WHEREAS, on or prior to the date hereof, the Company has issued shares of Common Stock and Preferred Stock to the Genstar Parties, and Common Stock to certain Additional Investor in an amount set forth on Schedule A hereto pursuant to that certain Genstar Subscription Agreement, dated as of August 18, 2006, by and among the Company, the Genstar Parties, and such Additional Investors (the “Genstar Subscription Agreement”);

WHEREAS, the execution and delivery of this Agreement (the “Closing”) is a condition to the closing of the transactions contemplated by the Genstar Subscription Agreement;

WHEREAS, on or prior to the date hereof, the Company has issued shares of Common Stock to Ares Capital Corporation (“Ares”) and Caisse de depOt et placement du Quebec (“CDPQ”) in an amount set forth on Schedule A hereto pursuant to that certain Investor Subscription Agreement, dated as of August 18, 2006, by and among the Company, Ares and CDPQ (the “Investor Subscription Agreement”);

WHEREAS, the execution and delivery of this Agreement by the Company and the parties hereto is a condition to the closing of the Investor Subscription Agreement;

WHEREAS, on or prior to the date hereof, the Company has issued the number of shares of Common Stock or options to purchase shares of Common Stock to certain Additional Investors in an amount set forth on Schedule A hereto; and

WHEREAS, the Stockholders desire to make arrangements among themselves with respect to certain matters relating to the Company, including the management of the Company and the imposition of certain restrictions on and obligations with respect to the Transfer (as defined below) of the shares of Common Stock of the Company now owned or

6

hereafter acquired by the Stockholders and such other matters as are addressed herein, all upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

“Additional Investors” shall have the meaning set forth in the preamble.

“Affiliate” means, with respect to a Stockholder, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Stockholder. For purpose of the foregoing, “controls,” “controlling,” “controlled by” and “under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” shall have the meaning set forth in the preamble. “Ares” shall have the meaning set forth in the recitals. “Board” means the Board of Directors of the Company.

“Capital Stock” means (i) any Common Stock or Preferred Stock, (ii) any Warrants, (iii) any Common Stock issued or issuable directly or indirectly upon exercise of Warrants or conversion of Preferred Stock, (iv) any other equity security that may be issued from time to time by the Company and (v) any equity security issued or issuable with respect to the securities referred to in clauses (i), (ii), (iii) and (iv) above by way of any dividend, split or the like, or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization.

“CDPQ” shall have the meaning set forth in the recitals. “Certificate” shall have the meaning set forth in the recitals. “Closing” shall have the meaning set forth in the recitals.

“Common Stock” shall mean any shares (whether voting or non-voting) of any class of common stock of the Company now or hereafter authorized.

“Company” shall have the meaning set forth in the preamble.

“Competitor” means the business of, or Person that is engaged in the business of, or any business activity that is the same as or similar to, or competitive (directly or indirectly) with the business of, providing radiation therapy, medical oncology and related oncology

7

services and providing physician practice management services for medical and radiation oncologists engaged in by the Company, its Subsidiaries and/or their respective Affiliates.

“Demand Notice” shall have the meaning set forth in Section 8.1(i). “Demand Registration” shall have the meaning set forth in Section 8.1(i).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Family Group” means as to any natural Person, his or her current spouse, parents, parents-in-law, grandparents, children, siblings, and grandchildren, whether by marriage, birth or adoption, and any trust or estate, all of the beneficiaries of which consist of such Person or members of such Person’s Family Group.

“FROG” shall have the meaning set forth in the preamble.

“FROG Designee” shall have the meaning set forth in Section 9.1(i)(a).

“Fully Electing Stockholder” shall have the meaning set forth in (i) Section 4.3 with respect to Section 4 only, and (ii) Section 6.2 with respect to Section 6 only.

“Genstar Approved Sale” shall have the meaning set forth in Section 3.1. “Genstar Designees” shall have the meaning set forth in Section 9.1. “Genstar IV” shall have the meaning set forth in the preamble.

“Genstar Parties” shall have the meaning set forth in the preamble, and also shall include any Transferee of a Genstar Party who agrees to be bound by the terms of this Agreement pursuant to Section 2.3.

“Genstar Significant Stockholder” means each Genstar Party and any Affiliate of a Genstar Party that holds Capital Stock (other than the Company), so long as the Genstar Parties and all such Affiliates hold, directly or indirectly, an aggregate of at least five percent (5%) of the total amount of Capital Stock then outstanding.

“Genstar Subscription Agreement” shall have the meaning set forth in the recitals.

“Holder” means the Stockholders and any Person to whom registration rights have been assigned pursuant to Section 8.9.

“Investor Subscription Agreement” shall have the meaning set forth in the recitals.

8

“NASD” means the National Association of Securities Dealers, Inc. “New Issuance Notice” shall have the meaning set forth in Section 6.2.

9

“New Securities” shall have the meaning set forth in Section 6.5.

“Offered Shares” shall have the meaning set forth in Section 4.1.

“Participant” shall have the meaning set forth in Section 5.1.

“Parties” means the Company, the Genstar Parties and any other Stockholder.

“Permitted Transfer” shall have the meaning set forth in Section 2.1.

“Permitted Transferee” shall have the meaning set forth in Section 2.1.

“Person” means an individual, a partnership, limited partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a business or charitable organization, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof or any other legal entity of any kind.

“Piggyback Notice” shall have the meaning set forth in Section 8.3(i).

“Piggyback Registration” shall have the meaning set forth in Section 8.3(i).

“Preferred Stock” shall mean any shares of the Company’s Series A preferred stock, par value $0.001 per share.

“Pro Rata Portion” shall have the meanings set forth in (i) Section 3.4 with respect to Section 3 only, (ii) Section 4.3 with respect to Section 4 only, (iii) Section 5.2(iii) with respect to Section 5 only and (iv) Section 6.6 with respect to Section 6 only.

“Prospectus” means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

“Public Offering” means the issuance and sale of equity securities of the Company to the public pursuant to a registration statement under the Securities Act which has been declared effective by the SEC.

“Qualified Public Offering” means a firmly underwritten Public Offering (which may be the initial Public Offering) as a result of which the common equity of the Company shall have an aggregate value, based on the price of such securities offered to the public, of at least $150,000,000; provided, however, that the term “Qualified Public Offering” shall not include any Public Offering (i) relating to any Capital Stock or other rights to acquire any such Capital Stock issued or granted or to be issued or granted primarily to directors, officers or employees of the Company, (ii) filed pursuant to Rule 145 under the Securities Act or any successor or similar provision, (iii) relating to any employee benefit plan or interests therein or (iv) relating solely to any shares of debt securities of the Company.

10

“Registrable Securities” means all Common Stock issued or issuable by the Company (including all Common Stock issuable upon conversion of any Preferred Stock), and any securities of the Company that may be issued or distributed with respect to, or in exchange or substitution for, or conversion of, any such Common Stock in connection with a stock dividend, stock split or other distribution, merger, consolidation, recapitalization or reclassification or otherwise; provided, however, that any Registrable Securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) such Registrable Securities are distributed pursuant to Rule 144 (or any similar provision then in force) under the Securities Act or (iii) such Registrable Securities shall have been otherwise transferred to a Person other than a Holder.

“Registration” means a Demand Registration or a Piggyback Registration.

“Registration Expense” shall have the meaning set forth in Section 8.6.

“Registration Statement” means any registration statement of the Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“Requesting Party” shall have the meaning set forth in Section 8.1(i).

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Significant Stockholder” means (i) CDPQ for so long as CDPQ holds at least a majority of the Common Stock initially acquired by it (subject to adjustments for stock splits, combinations and similar events), (ii) Ares for so long as Ares holds at least a majority of the Common Stock initially acquired by it (subject to adjustments for stock splits, combinations and similar events), (iii) any Genstar Significant Stockholder, and (iv) any Stockholder (including any Affiliate of such Stockholder that holds Capital Stock, other than the Company) that holds, directly or indirectly at least ten (10)% of the total amount of Capital Stock then outstanding.

“Stargen IV” shall have the meaning set forth in the preamble.

“Stockholders” shall have the meaning set forth in the preamble.

“Stock Option Plan” shall mean a stock option plan established by the Board pursuant to which the Board would be authorized to issue stock options to employees and other eligible participants as specified therein.

“Subsidiary” of a Person, shall mean any other Person 50% or more of the voting stock (or of any other form of other voting or controlling equity interest in the case of a Person

11

that is not a corporation) of which is beneficially owned by such Person (directly or indirectly through one or more Subsidiaries).

“Subsidiary Board” shall have the meaning set forth in Section 7.2.

“Transfer” shall mean to, directly or indirectly, (i) sell, transfer, assign, gift, pledge, hypothecate, encumber or otherwise dispose of, (ii) issue, sell or grant any Warrant or other right to do or cause to be done any of the foregoing, (iii) enter into or grant any proxy with respect to any voting or similar arrangement (whether with or without consideration and whether voluntarily or by operation of law) or (iv) any other transfer of beneficial ownership whether voluntary or involuntary, including without limitation (i) as part of any liquidation of assets or (ii) as part of any reorganization pursuant to the United States or other bankruptcy laws or other similar debtor relief laws. “Transferred” shall have the correlative meaning.

“Transfer Notice” shall have the meaning set forth in Section 4.1. “Transferring Holder” shall have the meaning set forth in Section 4.1.

“Underwritten Registration” or “Underwritten Offering” means a sale of securities of the Company to an underwriter for re-offering to the public.

“Warrants” means any warrants, options, any securities of the Company or any Subsidiary of the Company which are convertible into, or other contractual or purchase rights to acquire any, Common Stock or other equity securities issued, issuable or to be issued by the Company or any Subsidiary of the Company.

Section 2. General Restrictions on Transfer of Capital Stock and Other General Provisions.

2.1Transfer of Capital Stock. Subject to this Section 2, no Holder shall Transfer any of its Capital Stock at any time without the prior written consent of the Board. Notwithstanding the restrictions set forth in the immediately preceding sentence, but subject to Sections 2.2, 2.3 and 2.4, the following Transfers are permitted without the consent of the Board: (i) any Transfer of Capital Stock to the Company, provided that, any such Transfer by Genstar Parties shall only be a Permitted Transfer (as defined below) if all other Stockholders are provided with an opportunity to participate in such Transfer on a pro rata basis according to the relative number of shares of Capital Stock, on a fully diluted basis, held by the Genstar Parties and the participating Stockholders and on the same terms and conditions as the Genstar Parties, (ii) any Transfer of Capital Stock by any Stockholder who is a natural Person to a member of such transferor’s Family Group, including pursuant to applicable laws of descent and distribution, (iii) any Transfer of Capital Stock pursuant to a Public Offering or pursuant to Rule 144 of the Securities Act, (iv) any Transfer of Capital Stock to an Affiliate (for so long as such Affiliate remains an Affiliate of the transferor), (v) any Transfer of Capital Stock by the Genstar Parties as a distribution or other Transfer to any of their respective Affiliates, partners or members pursuant to the terms of the partnership, limited liability company or other applicable agreement governing distributions or transfers between each such Genstar Party and its respective Affiliate, (vi) any other Transfer completed in compliance with Section 3 hereof,

12

(vii) any other Transfer completed in compliance with Section 4 hereof, and (viii) any other

13

Transfer completed in compliance with Section 5 hereof, each such Transfer, a “Permitted Transfer” and each such transferee, a “Permitted Transferee”), provided, however, that if any Capital Stock is Transferred to an Affiliate and such Affiliate ceases to be an Affiliate of the transferor at any time thereafter, then such transferor and such transferee shall be in material breach of this Agreement with respect to all Capital Stock held by either of them (provided, that such material breach may be cured by Transferring such Capital Stock to an Affiliate of the transferor). Any attempt to Transfer any Capital Stock not in compliance with this Agreement shall be null and void and neither the Company nor any transfer agent shall give any effect in the Company’s stock records to such attempted Transfer.

2.2Restrictions on Transfer. Notwithstanding any contrary provision in this Agreement, any otherwise permitted Transfer to any Person shall be null and void if:

(i)such Transfer may require the registration of such Transferred Capital Stock pursuant to any applicable federal or state securities laws;

(ii)such Transfer may subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisers Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended;

(iii)such Transfer may result in a violation of applicable laws;

(iv)such Transfer is made to any Person who lacks the legal right, power or capacity to own such Capital Stock;

(v)such Transfer is made by a Stockholder to a Competitor without the prior written consent of the Board, which consent may be given or withheld in the Board’s sole and absolute discretion; or

(vi)the Company does not receive written instruments (including copies of any instruments of Transfer and such Person’s consent to be bound by this Agreement) that are in a form satisfactory to the Board (in its sole and absolute discretion).

2.3Agreement to be Bound. Any Transfer of Capital Stock by any holder thereof who is then a party to this Agreement shall be subject to the condition that the transferee shall agree in writing to be bound by the terms of this Agreement, and such transferee shall execute and deliver to the Company and the other Parties a counterpart of this Agreement.

2.4Legends. Each agreement or certificate (if any) evidencing any Capital Stock and each agreement or certificate (if any) issued in exchange for or upon the transfer of any Capital Stock shall be stamped or otherwise imprinted with legends in substantially the following form:

“THE SALE, TRANSFER, HYPOTHECATION, NEGOTIATION, PLEDGE,

14

ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS SHARE CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY

15

ARE RESTRICTED BY AND ARE SUBJECT TO ALL OF THE TERMS, CONDITIONS AND PROVISIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT, DATED AS OF AUGUST 18, 2006, BY AND AMONG THE COMPANY AND THE STOCKHOLDERS OF THE COMPANY PARTY THERETO, ‘WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”

2.5Termination. Section 2.1 shall terminate upon the consummation of a Qualified Public Offering.

Section 3. Bring-Along Rights.

3.1Bring-Along Right. If the Genstar Parties propose the Transfer, and the Board approves such Transfer, of Capital Stock equaling at least fifty (50)% of the Capital Stock collectively held (directly or indirectly) by the Genstar Parties to a purchaser that is not an Affiliate of any Genstar Party or the Company, in each case by way of any sale of Capital Stock, merger, consolidation, business combination, reorganization or recapitalization (each, a “Genstar Approved Sale”), each other Stockholder shall, upon the request of such Genstar Party (provided, that such request is made to each other Stockholder), (i) vote for, consent to, raise no objections to, and take all actions required, necessary or desirable in connection with the consummation of the Genstar Approved Sale as reasonably requested by such Genstar Party; (ii) Transfer the Pro Rata Portion of its Capital Stock being Transferred in such Genstar Approved Sale on the same terms and conditions approved by the Board and applicable to such Transfer by the Genstar Parties (including the payment of the same consideration per share for each share of Capital Stock sold and as otherwise provided in Section 3.2 below); and (iii) agree to become a party to any proposed agreement for the sale of such shares and to execute any agreement, certificate or other documents required to be executed in connection with such sale. The Genstar Parties shall provide each Stockholder with written notice at least ten (10) business days prior to the proposed date of consummation of the Genstar Approved Sale, which notice shall describe in reasonable detail the proposed Genstar Approved Sale, including the identity of the proposed transferee, the amount (by class, series or type, as applicable) of Capital Stock proposed to be Transferred to the transferee, the consideration for each class, series or type of Capital Stock being Transferred, any other material terms of the proposed Transfer and the date the Genstar Approved Sale is proposed to be consummated. If such other Stockholders fail to comply with the provisions of this Section 3.1, the Genstar Parties shall be entitled to treat such failure as a breach of this Agreement for which the Genstar Parties

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shall be entitled to specific performance and/or damages. If the Genstar Parties have the option under the Purchase Agreement to elect the form and amount of consideration to be received in connection with a Genstar Approved Sale, all other Stockholders shall be given the same option.

3.2Conditions. The obligations of the Stockholders with respect to the Genstar Approved Sale are subject to the conditions that, upon the consummation of the Genstar Approved Sale, each Stockholder (in his, her or its capacity as a holder of Capital Stock) shall have the right to receive the same terms and conditions with respect to each separate class, series or type of Capital Stock and form of consideration with respect to such Capital Stock as are received by the Genstar Parties, and no Genstar Party or Affiliate of a Genstar Party shall receive any consideration in the form of a closing fee, transaction fee, payment for non-competition agreement or for services under a consulting agreement, or any similar arrangement (other than payment of an Advisory Fee in connection with a Disposition, as such terms are defined in the Advisory Services Agreement between Genstar Capital, LLC and OnCURE Medical Corp., in an amount not to exceed that payable with respect to such Disposition pursuant to the provisions of such Advisory Services Agreement as in effect at Closing), unless such consideration is apportioned among all of the Stockholders on a pro rata ownership basis as though such consideration were for the purchase of each share of Capital Stock to be sold in such Genstar Approved Sale.

3.3Terms of Bring-Along. Each selling Stockholder shall bear, and shall not be required to bear more than, his, her or its proportional share (based upon the consideration to be received for its Capital Stock to be Transferred) of the costs of such Genstar Approved Sale to the extent such costs are incurred for the benefit of all selling Stockholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by Stockholders on their own behalf in connection with the Genstar Approved Sale will not be considered costs of the Genstar Approved Sale and shall be borne entirely by such Stockholders. Costs incurred by the Company and costs incurred by the Genstar Parties for the collective benefit of all selling Stockholders, in connection with the Genstar Approved Sale and not otherwise paid by the acquiring party shall be borne by the Company. Each Stockholder participating in a Genstar Approved Sale shall be obligated to join on a proportional share basis (based on the consideration to be received for its Capital Stock to be Transferred) in any indemnification or other obligations that are part of the terms and conditions of the Genstar Approved Sale (other than any such obligations that relate specifically to a particular Stockholder). Notwithstanding anything to the contrary in the foregoing, (i) such Stockholder’s indemnification obligations in connection with any Genstar Approved Sale shall be several (and not joint and several) and no Stockholder shall be obligated to agree to indemnify or hold harmless the transferees in an amount in excess of the net proceeds paid or payable to such Stockholder in connection with the Genstar Approved Sale, (ii) the representations and warranties to be given by a Stockholder regarding such Stockholder shall be limited to representations and warranties regarding such Stockholder’s title to and ownership of Capital Stock, organization, authority and enforceability, conflicts with such Stockholder’s organizational documents and material agreements and brokers and finders retained by such Stockholder, and (iii) no Stockholder shall be required in connection with the Genstar Approved Sale to agree to be subject to any non-competition provisions or other provisions that restrict such Stockholder’s ability to invest in any Person.

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3.4Pro Rata Portion. For purposes of this Section 3, “Pro Rata Portion” shall mean, a portion of such Stockholder’s Capital Stock equal to the product of (i) all of the Stockholder’s Capital Stock multiplied by (ii) a fraction whose numerator is the total amount of Capital Stock being Transferred by the Genstar Parties in such Genstar Approved Sale and whose denominator is the total amount of Capital Stock then held (prior to giving effect to such Genstar Approved Sale) by the Genstar Parties.

3.5Exclusions. This Section 3 shall not apply to any Permitted Transfers (excluding clause (vi) of the definition of Permitted Transfers),

3.6Termination. This Section 3 shall terminate upon the consummation of a Qualified Public Offering.

Section 4. Right of First Refusal.

4.1Transfer Notice. Subject to Section 2, in the event that any Stockholder proposes to effect a Transfer of Capital Stock (a “Transferring Holder”), the Transferring Holder shall promptly give written notice (the “Transfer Notice”) to the Company, the Genstar Parties and each other Stockholder at least forty-five (45) days prior to the closing of such proposed Transfer; provided, however, that this Section 4 shall not apply to a proposed Transfer of Capital Stock by the Genstar Parties. The Transfer Notice shall describe in reasonable detail the proposed Transfer including the identity of the proposed transferee, the amount (by class, series or type, as applicable) of Capital Stock proposed to be Transferred to the transferee (the “Offered Shares”), the purchase price for each class, series or type of Capital Stock being Transferred, any other material terms of the proposed Transfer and the date the Transfer is proposed to be consummated.

4.2Company Right. The Company shall have an option for a period of ten (10) days from receipt of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same terms and conditions described in the Transfer Notice. The Company may exercise such purchase option and, thereby, purchase all (or a portion of) the Offered Shares by notifying the Transferring Holder in writing before expiration of such ten (10) day period as to the number of Offered Shares which it wishes to purchase. If the Company gives the Transferring Holder notice that it desires to purchase Offered Shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 4.4. If the Company fails to purchase all of the Offered Shares by exercising the option granted in this Section 4.2 within the period provided, the Offered Shares shall be subject to the option granted to the Genstar Parties and the other Stockholders pursuant to this Agreement.

4.3Genstar Parties’ and Other Stockholders’ Right. If the Company elects not to exercise, or fails to exercise in a timely manner, the Company’s option to purchase all of the Offered Shares pursuant to Section 4.2 within the ten (10) day period from the

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Company’s receipt of the Transfer Notice, before the Transferring Holder may sell the Offered Shares pursuant to the Transfer Notice, the Genstar Parties and the other Stockholders shall have an option for a period of twenty (20) days after the termination of the Company’s option period under Section 4.2 above, to elect to purchase such Stockholder’s Pro Rata Portion of any Offered Shares which were not purchased by the Company at the same price and subject to the same terms and conditions described in the Transfer Notice. The Genstar Parties and the other Stockholders may exercise such purchase option and, thereby, purchase all (or a portion of) such Stockholder’s Pro Rata Portion of the remaining Offered Shares by notifying the Transferring Holder in writing before expiration of such twenty (20) day period as to the number of Offered Shares which such Genstar Party and the other Stockholders wish to purchase. If any Stockholder does not elect to purchase all of his, her or its Pro Rata Portion of such remaining Offered Shares, the remaining Stockholders who have elected to purchase at least their Pro Rata Portion of such remaining Offered Shares (each, a “Fully Electing Stockholder”) shall have an additional five (5) days in which to notify the Company that they additionally elect to purchase up to their Pro Rata Portion of the Offered Shares (or such other number as the Fully Electing Stockholders may mutually agree upon) not elected to be purchased by the non-Fully Electing Stockholders. If a Genstar Party or other Stockholder gives the Transferring Holder notice that it desires to purchase such remaining Offered Shares, then payment for such Offered Shares shall be by check or wire transfer, against delivery of such Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Genstar Parties’ and the other Stockholders’ receipt of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 4.4. As used in this Section 4.3, the term “Pro Rata Portion” shall mean, with respect to each Stockholder, the product of (i) the Offered Shares multiplied by (ii) the fraction whose numerator is the total amount of Capital Stock then held by such Stockholder, and whose denominator is (y) the total amount of Capital Stock then issued and outstanding less (z) the shares of Capital Stock held by the Transferring Holder.

4.4Valuation of Property. Should the purchase price specified in the Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company (or the Genstar Parties and any participating Stockholders) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Holder and the Company (or the Genstar Parties) cannot agree on such cash value within ten (10) days after the identity of the purchaser(s) of the Offered Shares is determined pursuant to Sections 4.2 and 4.3, the valuation shall be made by an appraiser of recognized standing selected by such Transferring Holder and the Company (or the Genstar Parties) or, if they cannot agree on an appraiser within twenty (20) days after the identity of the purchaser(s) of the Offered Shares is determined pursuant to Sections 4.2 and 4.3, the Transferring Holder and the Company (or the Genstar Parties) shall each select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. Any participating Stockholder agrees to be bound by, and will not object to, the appraisal as determined by any appraiser selected in accordance with this Section 4.4. The cost of such appraisal shall be shared equally by the Transferring Holder and the Company (or the Genstar Parties and any other Stockholder who participates). If the time for the closing of the Company’s purchase or the Genstar Parties’ and the other Stockholders’ purchase would have passed (i.e., forty-five (45) days after the receipt of the Transfer Notice) but

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for the determination of the value of the purchase price offered by the prospective transferee(s), then such closing shall be held on or prior to the fifth business day after such valuation shall have been made pursuant to this subsection.

4.5Failure to Exercise Right of First Refusal; Additional Transfers. If the Transferring Holder shall not have completed the Transfer of the Capital Stock covered by the Transfer Notice within one-hundred eighty (180) days following delivery to the Company of such Transfer Notice, then after such one-hundred eighty (180) day period, any proposed Transfer of such Capital Stock by the Transferring Holder shall again be subject to the right of first refusal set forth in this Section 4 and shall require compliance by the Transferring Holder with the procedures described in this Section 4.

4.6Exclusions. The right of first refusal granted under this Section 4 shall not apply to any Permitted Transfer (excluding clause (vii) of the definition of Permitted Transfers).

4.7Termination. This Section 4 shall terminate upon the consummation of a Qualified Public Offering.

Section 5. Tag-Along Rights.

5.1Tag-Along Right. Subject to Section 2 and to the extent the Company, the Genstar Parties and the other Stockholders do not exercise their respective rights of refusal under Section 4, then any Stockholder (excluding the Transferring Holder) may elect to participate (each, a “Participant”) in any contemplated Transfer by delivering irrevocable written notice to the Transferring Holder within thirty (30) days after receipt of the Transfer Notice electing to participate in such Transfer pursuant to this Section 5. Such notice shall set forth, subject to Section 5.3, the amount of Capital Stock that such Participant desires to sell in the contemplated Transfer.

5.2Extent of Right to Participate. Each Participant is entitled to participate in such Transfer to the following extent:

(i)Each Participant (in his, her or its capacity as a holder of Capital Stock) shall have the right to receive the same terms and conditions and the same price per share with respect to the Capital Stock being Transferred as are being received by the Transferring Holder.

(ii)With respect to each Participant, such Participant may include in such Transfer an amount of Capital Stock that would entitle the Participant to receive for such Capital Stock up to such Participant’s Pro Rata Portion of the total consideration proposed to be paid for such class, series or type of Capital Stock set forth in the Transfer Notice, and the amount of Capital Stock otherwise being Transferred by the Transferring Holder shall be correspondingly reduced. If a Genstar Party is the Transferring Holder, the Transfer Notice shall be deemed to set forth the sum of all Capital Stock then held by each Genstar Party multiplied by a fraction whose numerator is the amount of Capital Stock being Transferred by the Genstar Party, and whose

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denominator is the amount of all Capital Stock held by the Genstar Parties then issued and outstanding.

(iii)For purposes of this Section 5, “Pro Rata Portion” shall mean, with respect to each Participant, the product of (i) the Offered Shares multiplied by (ii) the fraction whose numerator is the total amount of Capital Stock held by such Participant, and whose denominator is the total amount of Capital Stock then issued and outstanding.

5.3Type of Interests. The Transferring Holder shall use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) set forth in the Transfer Notice to the participation of the Participants in any contemplated Transfer. In the event a prospective transferee is unwilling to purchase Capital Stock directly from such Participant, the Transferring Holder will purchase such Capital Stock simultaneously with the closing of the sale of the Offered Shares by the Transferring Holder.

5.4Terms of Tag-Along. The Transferring Holder and each Participant shall bear, and shall not be required to bear more than, his, her or its proportional share (based upon the consideration to be received for its Capital Stock to be Transferred) of the costs of such Transfer to the extent such costs are incurred for the collective benefit of the Transferring Holder and all Participants and are not otherwise paid by the Company or the acquiring party. Costs incurred by the Transferring Holder or a Participant on its own behalf will not be considered costs of the Transfer and shall be borne entirely by such Persons. Costs incurred by the Company shall be borne by the Company except as otherwise agreed by the Company and the applicable Stockholders. The Transferring Holder and each Participant shall be obligated to join on a proportional share basis (based on the consideration to be received for its Capital Stock to be Transferred) in any indemnification or other obligations that are part of the terms and conditions of such Transfer (other than any such obligations that relate specifically to the Transferring Holder or a Participant, such as indemnification with respect to representations and warranties given by the Transferring Holder or a Participant regarding such Person’s title to and ownership of Capital Stock, organization, authority and enforceability). Notwithstanding the foregoing, neither the Transferring Holder nor any Participant shall be obligated in connection with such Transfer to agree (a) to indemnify or hold harmless the transferees in an amount in excess of the net proceeds paid or payable to the Transferring Holder or such Participant in connection with such Transfer or (b) to be subject to any non-competition or other provision that restrict such Stockholder’s ability to invest in any Person.

5.5Failure to Exercise Tag-Along Right; Additional Transfers. If the Transferring Holder shall not have completed the Transfer of the Capital Stock covered by the Transfer Notice within one-hundred eighty (180) days following delivery to the Company of such Transfer Notice, then after such one-hundred eighty (180) day period, any proposed Transfer of such Capital Stock by the Transferring Holder shall again be subject to the tag-along rights set forth in this Section 5 and shall require compliance by the Transferring Holder with the procedures described in this Section 5.

5.6Exclusions. The tag-along rights granted under this Section 5 shall not apply to (i) any Permitted Transfer (excluding clause (viii) of the definition of Permitted

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Transfers) and (ii) any transfer of Capital Stock by any Genstar Party, up to an aggregate of $5,000,000 based on the issuance price thereof pursuant to the Genstar Subscription Agreement, that is completed within ninety (90) days of the date hereof by any Genstar Party to members of such Genstar Party’s strategic advisory committee or to the chief executive officers of such Genstar Party’s portfolio companies.

5.7Termination. This Section 5 shall terminate upon the consummation of a Qualified Public Offering.

Section 6. Preemptive Rights

6.1Grant of Right. Subject to the terms and conditions contained in this Section 6, the Company hereby grants to each Stockholder the right to purchase such Stockholder’s Pro Rata Portion of any New Securities that the Company or any Subsidiary of the Company may, from time to time, propose to sell and issue.

6.2Issuance of New Securities. In the event the Company or any Subsidiary of the Company proposes to undertake an issuance of New Securities (as defined in Section 6.5), the Company shall give each Stockholder written notice of the intention of the Company or such Subsidiary (“New Issuance Notice”), describing the type of New Securities and the price and terms upon which the Company or such Subsidiary proposes to issue the same. Each Stockholder shall have twenty-five (25) days from the date of receipt of any such New Issuance Notice to agree to purchase up to such Stockholder’s Pro Rata Portion of such New Securities for the price and upon the terms specified in the New Issuance Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If any Stockholder does not elect to purchase all of its Pro Rata Portion of such New Securities, the remaining Stockholders who have elected to purchase at least their Pro Rata Portion of such New Securities (each, a “Fully Electing Stockholder”) shall have an additional five (5) days in which to notify the Company that they additionally elect to purchase up to their Pro Rata Portion of the New Securities (or such other number as the Fully Electing Stockholders may mutually agree upon) not elected to be purchased by the remaining Stockholders.

6.3Exercise of Right. If any Stockholder exercises its preemptive rights pursuant to Section 6.2, the closing of the purchase of the New Securities elected to be purchased by such Stockholder shall take place within sixty (60) days after the Stockholder gives notice of such exercise, which period of time shall be extended in order to comply with applicable laws and regulations. Upon exercise of such preemptive rights, the Company or a Subsidiary of the Company, as the case may be, and such Stockholder shall be legally obligated to consummate the purchase contemplated thereby and shall use all commercially reasonable efforts to secure any approvals required in connection therewith.

6.4Right Not Exercised. In the event a Stockholder fails to exercise its preemptive rights pursuant to Section 6.2 within such twenty-five (25) day period, the Company or a Subsidiary of the Coihpany, as the case may be, shall have sixty (60) days thereafter to consummate the sale of such New Securities not elected to be purchased by the Stockholders at the price and upon terms no more favorable to the purchasers of such New Securities than specified in the New Issuance Notice. In the event the Company or such

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Subsidiary has not sold the New Securities within such sixty (60) day period, the Company or such Subsidiary shall not thereafter issue or sell any New Securities without first again complying with this Section 6.

6.5New Securities. “New Securities” means any Capital Stock or other equity securities of the Company or any Subsidiary of the Company, and any Warrants or other rights which are convertible into shares of, or exercisable or exchangeable for, such Capital Stock or other equity securities of the Company or any Subsidiary of the Company, but shall not include: (i) any issuance upon conversion or exercise of any Warrants (provided that the original issuance of such Warrants shall be subject to this Section 6), (ii) any securities issued as part of a split, dividend, distribution or recapitalization in which all similarly situated Stockholders or stockholders of any Subsidiary of the Company are treated in a similar manner, (iii) any securities issued or to be issued by the Company or any Subsidiary of the Company in any Public Offering, (iv) any securities or Warrants issued or to be issued to the Board members, managers, directors, officers, employees, consultants or advisors of the Company or any Subsidiary of the Company pursuant to a benefit plan or similar arrangement or as a compensatory benefit or other inducement to hire a Board member, manager, director, officer, employee, consultant or advisor of the Company or any Subsidiary of the Company, including pursuant to the Stock Option Plan, provided that such issuances are approved by the Board, (v) securities issued to customers, suppliers or lenders of the Company or any Subsidiary of the Company who are not Affiliates of the Company as an inducement to enter into a bona fide business transaction, provided that such issuances are approved by the Board and (vi) securities issued as consideration in connection with mergers, acquisitions of securities or assets by the Company or any of its Subsidiaries or other business combination transactions involving the Company or its Subsidiaries, provided that such issuances are approved by the Board.

6.6Pro Rata Portion. As used in this Section 6, the term “Pro Rata Portion” shall mean, with respect to each Stockholder, the product of (i) the New Securities multiplied by (ii) the fraction whose numerator is the total amount of Capital Stock then held by such Stockholder, and whose denominator is the total amount of Capital Stock then issued and outstanding.

6.7Termination. This Section 6 shall terminate upon the consummation of a Qualified Public Offering.

Section 7. Covenants of the Company.

7.1Financial Reports. The Company shall deliver the following reports to each Significant Stockholder:

(i)As soon as practical and in any event within forty-five (45) days after the end of each month (including the last month of the fiscal year of the Company), a consolidated balance sheet of the Company and its Subsidiaries (only those Subsidiaries whose account would be consolidated with those of the Company in its consolidated financial statements if such statements were prepared as of such date) at the end of such month and the related consolidated statements of operations and, at the end of each fiscal quarter only, cash flows for such month, and for the portion of the fiscal year

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ended at the end of such fiscal quarter, prepared in accordance with generally accepted accounting principles, consistently applied, subject to changes resulting from audit and normal year-end adjustments and the absence of footnote disclosures;

(ii)As soon as practical and in any event within (a) one hundred twenty (120) days after the end of the fiscal year ending December 31, 2006 and (b) ninety (90) days after the end of each fiscal year of the Company thereafter, the audited consolidated balance sheets of Company and the Subsidiaries of the Company as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and the Subsidiaries of the Company for such fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles, consistently applied, and including any applicable report of auditors; and

(iii)No later than 45 days after the first day of each fiscal year of the Company, a budget in form customarily prepared by the Company (including budgeted statements of income, sources and uses of cash and balance sheets) prepared by the Company for each month of such fiscal year prepared in detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets are based, accompanied by the statement of a financial officer of the Company to the effect that the budget of the Company is a reasonable estimate for the period covered thereby.

7.2Additional Information; Board Observer Rights.

(i)The Company agrees to permit any authorized representatives designated by any Significant Stockholder at its expense to visit and inspect any of the properties of the Company and the Subsidiaries of the Company and to inspect, copy and take extracts from its and their books and records, including its and their financial and accounting records and other data (including properties), and to consult and discuss with its and their officers regarding its and their affairs, finances, accounts and significant business issues, including operating plans, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested.

(ii)The Company agrees to permit one person who is designated by a Significant Stockholder to attend all meetings of the Company’s Board and the board of directors of each of the Company’s Subsidiaries (each, a “Subsidiary  Board”) (and any meetings of any committee of the Board or any Subsidiary Board) and participate in discussions, if desired, in a non-voting observer capacity, and the Company shall send to such person copies of all materials sent by the Company or any such Subsidiary to the Board or any Subsidiary Board, including copies of all proposed written consents and other actions proposed to be taken by the Board or such Subsidiary Board, in each case, at such time as such materials are provided to the members of the Board or any Subsidiary Board, as applicable; provided that the Company shall have the right to exclude such person from executive sessions or from participating in portions of meetings or receiving materials where such participation or receipt would be a violation of applicable law, it being understood that the Company shall enter into confidentiality

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agreements with such observer if requested by such observer and if such confidentiality agreement would cure any such violation; and provided further that such representative agrees to confidentiality provisions reasonably acceptable to the Company.

(iii)During any period of time in which there is no Genstar Significant Stockholder, but in which a Genstar Party continues to own shares of Capital Stock, (A) the Company shall send to a Person designated by each such Genstar Party copies of all materials sent by the Company or any such Subsidiary to the Board or any Subsidiary Board, including copies of all proposed written consents and other actions proposed to be taken by the Board or such Subsidiary Board, in each case, at such time as such materials are provided to the members of the Board or any Subsidiary Board, as applicable, (B) each such Genstar Party shall have the right to designate and send a representative to attend all meetings of the Board or any Subsidiary Board (and any meetings of any committee of the Board or any Subsidiary Board), and participate in discussions, if desired, in a non-voting observer capacity, provided that the Company or any such Subsidiary shall have the right to exclude such Person from executive sessions or from participating in portions of meetings or receiving materials where such participation or receipt would be a violation of applicable law, it being understood that the Company shall enter into confidentiality agreements with such observer if requested by such observer and if such confidentiality agreement would cure any such violation; and provided further that such representative agrees to confidentiality provisions reasonably acceptable to the Company, and (C) the Company agrees to permit any authorized representatives designated by each such Genstar Party to meet with, consult and discuss with senior management of the Company and its Subsidiaries regarding the affairs, finances, accounts and significant business issues, including operating plans, of the Company and its Subsidiaries all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested.

7.3Confidentiality. All information disclosed by the Company to any Stockholder (or to a Genstar Designee or a designee pursuant to clauses (ii) or (iii) of Section 7.2) pursuant to Sections 7.1 and 7.2 or otherwise shall be confidential information of the Company (other than information which is publicly available not pursuant to a breach of this Section 7.3) and, unless as otherwise provided in this Agreement or consented by the Board in writing in advance, shall not be used by the recipients thereof for any purpose other than to monitor and manage their equity interests in the Company (or in the case of a Genstar Designee to fulfill his or her duties as a director), and shall not be disclosed to any third party other than (i) employees, accountants and attorneys of such recipient to the extent that they are bound by similarly restrictive confidentiality obligations with respect to such information or (ii) as otherwise permitted pursuant to any other written agreement by and between the Company and the recipient of such confidential information. The obligations of the parties hereunder shall not apply to the extent that the disclosure of information otherwise determined to be confidential is required by applicable law, regulations, subpoena, civil investigative demand or other process or compulsion, provided that: (x) prior to disclosing such confidential information, a party shall notify the Company thereof, which notice shall include the basis upon which such party believes the information is required to be disclosed; and (y) such party shall, if requested by the Company and at the sole cost and expense of the Company, provide reasonable cooperation with the Company to protect the continued confidentiality thereof. The provisions of this Section 7.3

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shall survive for a period of three (3) years following, as applicable: (i) a Party ceasing to be a Party to this Agreement for any reason, (ii) a designee of the Genstar Parties or a Genstar Designee ceasing to be a director or observer, and (iii) the dissolution and/or termination of the Company.

Section 8. Registration Rights.

8.1Demand registration.

(i)Right to Demand. On the terms and subject to the provisions of this Section 8, including the limitations set forth in Section 8.1(v), at any time and from time to time commencing after the date hereof, the Genstar Parties holding a majority of the Registrable Securities then held by all Genstar Parties (each Genstar Party who makes such a request, a “Requesting Party”), subject to the limitations set forth below, may make a written request to the Company for registration under and in accordance with the Securities Act (which request may require that such registration be underwritten) of all or part of the Registrable Securities held by the Requesting Party (a “Demand Registration”), provided that the value of the Registrable Securities subject to such Requesting Party’s Demand Registration have an aggregate value of not less than $10,000,000. Promptly upon receipt of any such request (but in no event more than ten (10) business days thereafter), the Company will deliver written notice (the “Demand Notice”) of such registration request to all other Holders, and, subject to the terms of this Agreement, the Company will include in such Demand Registration all Registrable Securities of any Holder with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the Demand Notice has been given to the applicable Holder. All requests or responses to Demand Notices made pursuant to this Section 8.1 will specify the aggregate amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

(ii)Company’s Right to Defer Registration. If the Company is requested to effect a Demand Registration and the Company furnishes to the Requesting Party a certified copy of a resolution of the Board stating that in the good faith determination of the Board such Demand Registration would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of the Subsidiaries of the Company or would require premature disclosure thereof, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request for such registration from the Requesting Party; provided that, in such event, the Company may postpone a Demand Registration pursuant hereto only once in any 365-day period. If the Company shall so postpone the filing of a Demand Registration and if the Requesting Party within thirty (30) days after receipt of the notice of postponement advises the Company in writing that the Requesting Party has determined to withdraw such request for registration, then such Demand Registration shall be deemed to be withdrawn and such request shall be deemed not to have been exercised.

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(iii)Registration Statement Form. Registrations under this Section 8.1 shall be on such appropriate registration form of the SEC (a) as shall be selected by the Company and as shall be reasonably acceptable to the Requesting Party and (b) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Requesting Party’s request for such registration.

(iv)Expenses. The Company will pay all Registration Expenses in connection with each Demand Registration of Registrable Securities pursuant to this Section 8.1.

(v)Effective Registration Statement. The Company shall be deemed to have effected a Demand Registration if (a) the Registration Statement relating to such Demand Registration is declared effective by the SEC; provided, however, that no Demand Registration shall be deemed to have been effected if (x) such registration, after it has become effective, is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court by reason of an act or omission by the Company or (y) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied because of an act or omission by the Company or (b) at any time after the Requesting Party requests a Demand Registration and prior to the effectiveness of the Registration Statement, the preparation of such Registration Statement is discontinued or such Registration Statement is withdrawn or abandoned at the request of the Requesting Party, unless the Requesting Party has paid to the Company in full the Registration Expenses in connection with such Registration Statement.

(vi)Limitations. The Company shall not be obligated to effect more than an aggregate of six (6) Demand Registrations pursuant to Section 8.1 and Section 8.2 on behalf of the Genstar Parties.

8.2Form S-3 Registration Statement. On the terms and subject to the conditions of this Section 8, including the limitations set forth in Section 8.1(v), in case the Company shall receive from a Requesting Party a written request or requests that the Company effect a registration on Form S-3 or any successor form and any related qualification or compliance with respect to all or a part of the Registrable Securities held by such Requesting Party, then the Company will:

(i)promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

(ii)as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Requesting Party’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within ten (10) business days after receipt of such written notice from the Company; provided, however, that (x) the Company shall not be

obligated to effect any such registration, qualification or compliance, pursuant to this Section 8.2 if Form S-3 or any successor form to such form is not available for such offering or (y) the Company shall furnish to each Requesting Party no later than twenty (20) business days after such request a certified copy of a resolution of the Board stating its good faith determination that such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its Subsidiaries or would require premature disclosure thereof, in which event the Company shall have the right to defer the filing of the Form S-3 Registration Statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Requesting Party under this Section 8.2, provided that the Company may not postpone a registration more than once in any 365-day period.

(iii)The Company will pay all Registration Expenses in connection with a registration under this Section 8.2.

8.3Piggyback Registrations:

(i)Participation. On the terms and subject to the conditions of this Section 8, if at any time after the date hereof the Company files a Registration Statement (other than (x) a registration on Form S-4 or S-8 or any successor form to such Forms, (y) any registration of securities as it relates to an offering and sale by the Company or by employees of the Company pursuant to any employee stock plan or other employee benefit plan arrangement or (z) a registration that is the Company’s initial Public Offering of securities and which registration was not a Demand Registration, so long as no Capital Stock of any Stockholder is included in such registration) with respect to an offering that includes any shares of Capital Stock of the Company, then the Company shall give prompt notice (the “Piggyback Notice”) to the Holders and the Holders shall be entitled to include in such Registration Statement Registrable Securities held by them (such inclusion, a “Piggyback Registration”). The Piggyback Notice shall, subject to Section 8.4(i), offer the Holders the opportunity to register such number of shares of Registrable Securities as each Holder may request and shall set forth (a) the anticipated filing date of such Registration Statement and (b) the number of shares of Capital Stock of the Company that is proposed to be included in such Registration Statement. Subject to Section 8.4(i), the Company shall include in such Registration Statement such shares of Registrable Securities for which it has received written requests to register such shares within ten (10) business days after the Piggyback Notice has been given.

(ii)Expenses. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3.

(iii)Company Control. Other than with respect to a Demand Registration, the Company may decline to file a Registration Statement to be prepared and filed by the Company after giving the Piggyback Notice, or withdraw such a Registration Statement after filing, but prior to the effectiveness of the Registration

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Statement, provided that the Company shall promptly notify each Holder in writing of any such action and provided, further, that the Company shall bear all reasonable expenses incurred by such Holder or otherwise in connection with such withdrawn Registration Statement.

8.4Underwriters, priority, hold-back and certain other matters.

(i)Priority on Demand Registrations. Notwithstanding anything else herein to the contrary, if any Registrable Securities are included in any Registration pursuant to any of Sections 8.1, 8.2 or 8.3 and such registration involves an Underwritten Offering and the managing underwriter or underwriters of such proposed Underwritten Offering informs the Holders that the total or kind of securities which such Holders and any other Persons or entities intend to include in such offering would be reasonably likely to adversely affect such offering (including the price, timing or distribution of the securities in such offering), then the Company shall include in such registration:

(a)First, to the extent applicable, in a Registration initiated by the Company, all shares of Capital Stock of the Company included in such Registration for the account of the Company;

(b)Second, to the extent applicable, all Registrable Securities included in such Registration pursuant to Section 8.1, 8.2 or 8.3, pro rata among the Genstar Parties and the Additional Investors exercising such rights (based on the number of Registrable Securities requested to be registered by each of them pursuant to such Section 8.1, 8.2 and 8.3), and that, in the judgment of the managing underwriter or underwriters, can be sold without the adverse effect referred to above;

(c)Third, to the extent applicable, all Registrable Securities included in such Registration pursuant to Section 8.1, 8.2 or 8.3, pro rata among any Persons, other than the Genstar Parties and the Additional Investors, exercising such rights (based on the number of Registrable Securities requested to be registered by each of them pursuant to such Section 8.1, 8.2 and 8.3), and that, in the judgment of the managing underwriter or underwriters, can be sold without the adverse effect referred to above;

(d)Fourth, to the extent applicable, in a Registration other than one initiated by the Company, all shares of Capital Stock of the Company included in such Registration for the account of the Company and that, in the judgment of the managing underwriter or underwriters, can be sold without the adverse effect referred to above; and

(e)Lastly, to the extent applicable, all other shares of Capital Stock of the Company included in such Registration at the request of any Person (on a pro rata basis among such Persons) other than the Company and Persons exercising Registration rights pursuant to Sections 8.1, 8.2 or 8.3, and that, in the judgment of the managing underwriter or underwriters, can be sold without the adverse effect referred to above.

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Notwithstanding the foregoing, Registrable Securities beneficially held by executives of the Company may be excluded if, in the judgment of the managing underwriter or underwriters, including such shares would have the adverse effect referred to above.

(ii)Selection of Underwriters. If any offering pursuant to a Demand Registration involves an Underwritten Offering, the Persons exercising Registration Rights pursuant to Sections 8.1, 8.2 or 8.3 who hold a majority of the Registrable Securities included in such Registration shall have the right to select the managing underwriter or underwriters to administer the offering, which managing underwriters shall be a firm of nationally recognized standing and reasonably satisfactory to the Company. In all other cases, the Company shall have the right to select the managing underwriter or underwriters to administer the offering, which managing underwriters shall be a firm of nationally recognized standing, and, if applicable, are reasonably satisfactory to the Requesting Parties.

(iii)Participation in Underwritten Registrations. No Person may participate in any Underwritten Registration hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Nothing in this Section shall be construed to create any additional rights regarding the Registration of Registrable Securities otherwise than as set forth herein.

(iv)Holdback Agreement. Except with respect to Registrable Securities included in such registration pursuant to any of Sections 8.1, 8.2 and/or 8.3, in the event and to the extent requested by the managing underwriter of any Underwritten Offering, then if requested by the Company, each Holder agrees not to Transfer (including by way of any short sale or the sale or grant of any option to buy or sell) or otherwise dispose of any securities of the Company for one hundred eighty (180) days after the effectiveness of the Registration Statement pursuant to which such Public Offering shall be made (or such shorter period of time as may be specified by the managing underwriter or, as the case may be, the Company); provided, however that the foregoing restrictions shall not be applicable to any Permitted Transfer or any Transfer of Registrable Securities by a Stockholder who is a natural Person during such period to a member of such transferor’s Family Group, including pursuant to applicable laws of descent and distribution; provided, however that in each of the foregoing cases (x) the applicable transferee agrees to be bound by this Section 8.4(iv) (in addition to any other conditions applicable to such Transfer) and (y) in the case of an Underwritten Offering, such Transfer is acceptable to the managing underwriter. Notwithstanding the foregoing, the restrictions set forth in this Section 8.4(iv) shall only be applicable to a Holder to the same extent that the Genstar Parties are also subject to such restrictions.

(v)Additional Parties. The Company may, with the consent of the Board, add additional Persons as Holders (if and to the extent they then hold securities, including Warrants and the like, of the Company that qualify as Registrable Securities) to this Agreement for purposes of Section 8, and the addition of such

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additional Holders shall not be deemed to be an amendment of this Agreement. Subject to the foregoing, the Company will not enter into any agreement with respect to its securities which is inconsistent with, or which is reasonably likely to impair, the rights granted to the Holders by this Agreement.

8.5Registration Procedures.

(i)In connection with the Company’s Registration obligations pursuant to Sections 8.1 and 8.2, the Company will use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company will as expeditiously as possible:

(a)prepare and file with the SEC a Registration Statement or Registration Statements relating to the applicable Registration, including all exhibits and financial statements required by the SEC to be filed therewith, and use its best efforts to cause such Registration Statement to become effective; provided that the Company will furnish copies of any amendments or supplements in the form filed with respect to any Piggyback Registration, simultaneously with the filing of such amendments or supplements;

(b)prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for a period of not less than one hundred eighty (180) days (or such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as in the opinion of counsel for the underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(c)notify the selling Holders and the managing underwriters, if any, and (if requested) confirm such advice in writing, as soon as practicable after notice thereof is received by the Company (i) when the Registration Statement or any amendment thereto has been filed or becomes effective, the Prospectus or any amendment or supplement to the Prospectus has been filed, and to furnish such selling Holders and managing underwriters with copies thereof, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of any preliminary Prospectus or Prospectus or the initiation or threatening of any proceedings for such purposes, (iv) if at any time the representations and warranties of the Company contemplated by paragraph (m) below cease to be true and correct and (v) of the receipt by the Company of any notification with respect to the

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suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(d)promptly notify the selling Holders and the managing underwriters, if any, at any time prior to the issuance of all Registrable Securities under the Prospectus, when the Company becomes aware of the happening of any event as a result of which the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) when such Prospectus was delivered not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement the Prospectus in order to comply with the Securities Act and, in either case as promptly as practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holders and the managing underwriters, if any, a supplement or amendment to such Prospectus which will correct such statement or omission or effect such compliance;

(e)make every reasonable effort to obtain the withdrawal of any stop order or other order suspending the use of any preliminary Prospectus or Prospectus or suspending any qualification of the Registrable Securities;

(f)if requested by the managing underwriter or underwriters or a Holder of Registrable Securities being sold in connection with an Underwritten Offering, promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters and the Holders of a majority of the Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, including information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the Underwritten (or best efforts underwritten) Offering of the Registrable Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(g)furnish to each selling Holder and each managing underwriter, without charge, as many conformed copies as they may reasonably request, of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(h)deliver to each selling Holder and the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons may reasonably request (it being understood that the Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto) and such other documents as such selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities by such

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Holder;

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(i)on or prior to the date on which the Registration Statement is declared effective, use its best efforts to register or qualify, and cooperate with the selling Holders, the managing underwriter or agent, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such seller, underwriter or agent reasonably requests in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

(1)cooperate with the selling Holders and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not required to bear any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two (2) business days prior to any sale of Registrable Securities to the underwriters;

(k)use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities;

(1)not later than the effective date of the applicable Registration, provide a CUSIP number for all Registrable Securities and provide the applicable trustee or transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company;

(m)make such representations and warranties to the Holders of Registrable Securities being registered, and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in primary underwritten public offerings;

(n)enter into such customary agreements (including an underwriting agreement) and take all such other actions as the majority of the Holders of any Registrable Securities being sold or the managing underwriter or agent, if any, reasonably request in order to expedite or facilitate the Registration and disposition of such Registrable Securities;

(o)obtain for delivery to the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company, upon consummation of the sale of such Registrable Securities to the

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underwriters in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or agents and their counsel;

(p)obtain for delivery to the Company and the underwriter or agent, with copies to the Holders, a comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or the Holders of a majority of the Registrable Securities being sold reasonably request;

(q)cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD;

(r)make available for inspection by a representative of the Holders of a majority of the Registrable Securities, any underwriter participating in any disposition pursuant to such Registration, and any attorney or accountant retained by such Holders or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration; provided that any records, information or documents that are designated by the Company as confidential shall be kept confidential by such Persons unless disclosure of such records, information or documents is required by law;

(s)use its best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of the Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

(t)as promptly as practicable after filing with the SEC of any document which is incorporated by reference into the Registration Statement or the Prospectus, provide copies of such document to counsel for the selling Holders and to the managing underwriters, if any;

(u)provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement; and

(v)use its best efforts to list (if such Registrable Securities are not already listed) all Registrable Securities covered by such Registration Statement on The New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market.

(ii)The Company may require each Holder of Registrable Securities as to which any Registration is being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing. Each Holder agrees to furnish such

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information to the Company and to cooperate with the Company as necessary to enable the Company to comply with the provisions of this Agreement.

(iii) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 8.5(i)(d), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 8.5(i)(d), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

8.6Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the SEC and the NASD (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of the NASD), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or selling Holders in connection with blue sky qualifications of the Registrable Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the majority of the Holders of the Registrable Securities being sold may designate), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (v) Securities Act liability insurance if the Company so desires or the underwriters so require, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and all rating agency fees, (vii) all reasonable fees and disbursements of one (1) counsel selected by the Holders representing a majority of the Registrable Securities being registered to represent such Holders in connection with such registration, (viii) all fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Registrable Securities under the securities or blue sky laws of any state) and (ix) fees and expenses of other Persons retained by the Company (all of the foregoing expenses, collectively, “Registration Expenses”) will be borne by the Company, regardless of whether the Registration Statement becomes effective. The Company will, in any event, pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any audit and the fees and expenses of any Person, including special experts, retained by the Company.

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8.7         Indemnification.

(i)            Indemnification by Company. The Company agrees to indemnify and hold harmless each Holder, its officers, directors, partners, members, employees and agents and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus or other written materials of the Company prepared in connection with any related registration or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested.

(ii)           Indemnification by Selling Holder of Underlying Securities. In connection with each Registration, each selling Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and each selling Holder, severally and not jointly, agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, its directors, officers, employees and agents and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages or liabilities and expenses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such selling Holder to the Company specifically for inclusion in such Registration Statement or Prospectus and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities included in such registration giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

(iii)          Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (a) give prompt (but in any event within thirty (30) days after such Person has actual knowledge of the facts constituting the basis for indemnification) written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (b) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any delay or failure to so notify the indemnifying party shall

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relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure; provided, further, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (x) the indemnifying party has agreed in writing to pay such fees or expenses, (y) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person or (z) in the reasonable judgment of any such Person, based upon advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld or delayed), provided that an indemnifying party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such indemnified party other than financial obligations for which such indemnified party will be indemnified hereunder. No indemnified party will be required to consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. Whenever the indemnified party or the indemnifying party receives a firm offer to settle a claim for which indemnification is sought hereunder, it shall promptly notify the other of such offer. If the indemnifying party refuses to accept such offer within twenty (20) business days after receipt of such offer (or of notice thereof), such claim shall continue to be contested and, if such claim is within the scope of the indemnifying party’s indemnity contained herein, the indemnified party shall be indemnified pursuant to the terms hereof. If the indemnifying party notifies the indemnified party in writing that the indemnifying party desires to accept such offer, but the indemnified party refuses to accept such offer within twenty (20) business days after receipt of such notice, the indemnified party may continue to contest such claim and, in such event, the total maximum liability of the indemnifying party to indemnify or otherwise reimburse the indemnified party hereunder with respect to such claim shall be limited to and shall not exceed the amount of such offer, plus reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) to the date of notice that the indemnifying party desires to accept such offer, provided that this sentence shall not apply to any settlement of any claim involving the imposition of equitable remedies or to any settlement imposing any material obligations on such indemnified party other than financial obligations for which such indemnified party will be indemnified hereunder. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim in any one jurisdiction, unless in the written opinion of counsel to the indemnified party, reasonably

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satisfactory to the indemnifying party, use of one counsel would be expected to give rise to a conflict of interest between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of one such additional counsel.

(iv)         Contribution. If for any reason the indemnification provided for in the preceding Sections 8.7(i) and 8.7(ii) is unavailable to an indemnified party, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and the indemnifying party, but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations, provided that no selling Holder shall be required to contribute in an amount greater than the dollar amount of the net proceeds received by such selling Holder upon the sale of the Registrable Securities included in such registration giving rise to such indemnification obligation, less the amount of any payments made by such selling Holder in respect of any of their indemnification obligations hereunder. No Person guilty of fraudulent misrepresentation (within the meaning of section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

8.8         Rule 144. Following the Company’s initial Public Offering and for so long as the Company is subject to the reporting requirements under the Exchange Act, the Company covenants that it will: (i) file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, (ii) take such further action as any Holder may reasonably request in writing to the extent required from time to time to enable the sale of Registrable Securities without registration under the Securities Act within the limitation of the exemption provided by Rule 144 (or any similar rule or rules then in effect) of the Securities Act and (iii) upon the reasonable written request of any Holder, deliver to such Holder all information regarding the Company required to be delivered in connection with Rule 144 (or any similar rule or rules then in effect) of the Securities Act.

8.9         Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 8 may be assigned only in connection with a Transfer of Capital Stock in accordance with this Agreement. Any transferee to whom rights under this Section 8 are assigned shall, as a condition to such Transfer, deliver to the Company an executed counterpart of this Agreement pursuant to which such transferee confirms its obligations pursuant to this Agreement, and makes the covenants of the transferor as set forth herein.

Section 9. Management of the Company; Board of Directors; Approval Rights.

9.1         Board of Directors.

(i)            From and after the date hereof and until the provisions of this Section 9 cease to be effective pursuant to Section 9.1(vi) below, each Stockholder shall vote all of his, her or its Capital Stock which are voting shares and any other voting

39

securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within his or her control (whether in his, her or its capacity as a Stockholder, director, or officer of the Company or otherwise, and including, without limitation, attendance at meetings in Person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings):

(a)          for so long as the Management Services Agreement, dated as of March 1, 2005, by and among USCC Florida Acquisition Corp., FROG OnCure Southside, LLC, OnCure Medical Corp. and Integrated Community Oncology Network, LLC remains in full force and effect, to elect to the Board one individual designated by FROG (such individual, the “FROG Designee”), which FROG Designee shall be Shyam B. Paryani until such time as his death or permanent disability;

(b)         subject to the provisions of clause (a) above, to elect to the Board any individual designated by Genstar IV (each such designated individual, a “Genstar Designee”), which Genstar Designees shall initially be Robert J. Weltman, James Nadauld, Richard N. Zehner and Jeffrey A. Goffman, in each case until such time as there ceases to be a Genstar Significant Stockholder;

(c)          to remove from the Board (with or without cause) any Genstar Designee upon the written request by the Genstar Party which designated such Genstar Designee;

(d)         subject to the provisions of clause (a) above, to designate, for a period commencing on the date hereof and terminating on December 31, 2007, Shyam B. Paryani as the Chairman of the Board; and

(e)           to increase or decrease the number of authorized members of the Board to a number designated by Genstar IV.

(ii)           In the event that any Genstar Designee ceases to serve as a member of the Board during his or her term of office, the resulting vacancy on the Board shall be filled by the Genstar Significant Stockholders holding a majority of the shares of Capital Stock then held by all Genstar Significant Stockholders. Subject to the provisions of clause (i)(a) above, in the event that Shyam B. Paryani ceases to serve as a member of the Board as a result of his death or permanent disability, the resulting vacancy on the Board shall be filled by FROG.

(iii)          If the Genstar Parties fail to designate an individual to fill a directorship pursuant to the terms of this Section 9, the individual previously holding such directorship shall be elected to such position, or if such individual fails or declines to serve, the directorship shall be vacant until filled in accordance with this Section 9.

(iv)          The Board shall establish a compensation committee and an audit committee.

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(v)           Except as provided in Sections 9.3, and except as otherwise provided in the Certificate or the Company’s bylaws or as required by applicable law, all actions taken by the Board shall be taken by the affirmative vote of a majority of the Board members eligible to vote thereon.

(vi)          Each Stockholder (a) acknowledges that any determination to redeem the Preferred Stock outstanding on the date hereof shall be made by Genstar IV and (b) agrees to vote all of his, her or its Capital Stock which are voting shares and any other voting securities of the Company over which such Stockholder has voting control and to take all other necessary or desirable action within his, her or its control (whether in his, her or its capacity as a Stockholder, director or officer of the Company or otherwise) in connection with the redemption of the Preferred Stock as shall be requested by Genstar IV, subject to compliance with the Company’s and its subsidiaries’ agreements with lenders.

(vii)         The provisions set forth in this Section 9 shall remain in effect until the consummation of a Qualified Public Offering.

9.2           Fees and Expenses. Upon the presentation of appropriate documentation, the Company shall reimburse each director for all reasonable out-of-pocket costs and expenses incurred by such director in attending Board of Directors meetings, including each Genstar Designee. The Company shall use reasonable best efforts to enable directors and observers to participate telephonically in all meetings of the Board and any Subsidiary Board and any meetings of any committee of the Board or any Subsidiary Board.

9.3           Special Approval Rights of the Genstar Significant Stockholders. During such time as there is a Genstar Designee and the Genstar Designees do not constitute a majority of the Board, the Company shall not take any of the following actions without the approval of at least one Genstar Designee:

(i)           any redemption or repurchase by the Company (x) of Capital Stock (other than Preferred Stock) other than on a pro-rata basis or (y) of Preferred Stock;

(ii)           any amendment to the Investor Subscription Agreement that adversely affects the Company or otherwise results in the payment by the Company of additional amounts (other than pursuant to the Company’s indemnification obligations thereunder);

(iii)          any amendment to the Certificate, the Company’s bylaws or this Agreement that adversely and disproportionately affects the Genstar Parties; and

(iv)          the nomination of any director.

Section 10. Representations and Warranties.

10.1         By the Stockholders. Each Stockholder individually (but not on behalf of any other Stockholder) represents and warrants that: such Stockholder has full legal

41

capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by each Stockholder and this Agreement is the legal, valid and binding obligation of such Stockholder, enforceable against it in accordance with the terms hereof and thereof, subject to (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer or distribution laws and other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally; and (ii) the effect of (a) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law and (b) the discretion of any court in which an action is brought.

10.2 By the Company. The Company represents and warrants to each Stockholder that: the Company is duly organized, validly existing and in good standing under the laws of the State of Delaware; the Company has full corporate power and authority to carry on the businesses in which it is engaged and to own, lease and use the properties owned, leased and used by it; the Company has or prior to the Closing will have taken all corporate action required to authorize the execution and delivery of this Agreement; and this Agreement has been duly authorized, executed and delivered by the Company and this Agreement is a legal, valid and binding obligation of the Company, enforceable against it in accordance with its respective terms, subject to (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer or distribution laws and other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally; and (ii) the effect of (a) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law and (b) the discretion of any court in which an action is brought.

10.3 By FROG. FROG represents and warrants to the Company and each Stockholder that: FROG is duly organized, validly existing and in good standing under the laws of the State of Florida; FROG has full power and authority to carry on the businesses in which it is engaged and to own, lease and use the properties owned, leased and used by it; FROG has or prior to the Closing will have taken all action required to authorize the execution and delivery of this Agreement; and this Agreement has been duly authorized, executed and delivered by FROG and this Agreement is a legal, valid and binding obligation of FROG, enforceable against it in accordance with its respective terms, subject to (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer or distribution laws and other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally; and (ii) the effect of (a) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law and (b) the discretion of any court in which an action is brought.

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Section 11. Miscellaneous.

11.1 Dividends, Splits, Other Recapitalizations, Etc. The provisions of this Agreement shall apply to the Capital Stock and any and all other equity interests evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of any Capital Stock, by reason of any dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

11.2 No Assignments; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any Party except in accordance with the terms hereof. The provisions of this Agreement shall be binding upon and accrue to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and permitted assigns. No transferee (including Permitted Transferees) shall derive any rights under this Agreement unless and until such transferee has delivered to the Company a counterpart signature page to this Agreement and a written, valid and binding agreement to be bound by the terms of this Agreement.

11.3 -Amendments. Subject to Section 9.3, any and all amendments may be made to this Agreement from time to time by the Board, without the consent of any other Stockholder, including, but not limited to amendments: (i) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein; (ii) to make any other provisions with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement; (iii) to delete or add any provision of this Agreement required to be so deleted or added by any federal or state official, which addition or deletion is deemed by such official to be for the benefit or protection of all of the Stockholders; and (iv) in connection with the issuance of Capital Stock to any additional Stockholder, including to reflect the admission as Stockholders to this Agreement; provided that, no provision of this Agreement specifically granting a right to a Stockholder but not to all other Stockholders may be amended, modified or waived without the approval of such affected Stockholders, and, this Agreement may not be amended in a manner which adversely and disproportionately affects the interests of any Stockholder without the consent of the affected Stockholders holding a majority of the Capital Stock held by all affected Stockholders; and provided further that, (i) without the prior written consent of CDPQ, no amendment or modification of this Agreement shall (x) obligate CDPQ to provide guarantees, financial assistance or further investment in the Company or any Subsidiary of the Company, (y) provide for the conversion of the Company into a limited liability company, or (z) amend or modify the rights or obligations specifically granted to CDPQ but not to other Stockholders, (ii) without the prior written consent of Ares, no amendment or modification of this Agreement shall (x) obligate Ares to provide guarantees, financial assistance or further investment in the Company or any Subsidiary of the Company, (y) provide for the conversion of the Company into a limited liability company, or (z) amend or modify the rights or obligations specifically granted to Ares but not to other Stockholders, and (iii) without the prior written consent of FROG, no amendment or modification of this Agreement shall modify the rights or obligations specifically granted to FROG.

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11.4 Notices. Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally to the Person or to an officer of the Person to whom the same is directed or sent by facsimile or registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Company, to the Company at the address set forth below, or to such other address as the Company may from time to time specify by notice to the Stockholders; if to a Stockholder, to such Stockholder at the address set forth below or to such other address as such Stockholder may from time to time specify by notice to the Company. Any such notice shall be deemed to be delivered, given and received for all purposes as of: (i) the date so delivered, if delivered personally, (ii) upon confirmed receipt, if sent by facsimile or (iii) on the date of receipt or refusal indicated on the return receipt, if sent by registered or certified mail, return receipt requested, postage and charges prepaid and properly addressed. Subject to the foregoing, notice shall be sent:

If to any Genstar Party or the Company, addressed to:

Genstar Capital, L.L.C.

Four Embarcadero Center, Suite 1900

San Francisco, CA 94111

Attention: Robert J. Weltman

Telecopy: (415) 834-2383

With a copy to:

Latham & Watkins LLP

505 Montgomery Street, Suite 2000

San Francisco, CA 94111

Attention: Scott R. Haber and William C. Davisson

Telecopy: (415) 395-8095

If to an Additional Investor, to the address listed below such Additional Investor’s name on the attached Schedule A.

If to FROG, to the address listed below FROG’s name on the attached signature page.

11.5 Governing Law. This Agreement, including its existence, validity, construction, and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of choice of law or conflicts of law.

11.6 Dispute Resolution; Venue. The parties hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware, (ii) consent to submit to the exclusive jurisdiction of the Chancery Court of the State of Delaware for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Chancery Court of the

44

State of Delaware and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Chancery Court of the State of Delaware has been brought in an improper or otherwise inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER

11.7 Remedies. The Company and each Stockholder acknowledges that if any disputes arise out of or relate to a breach of this Agreement by the Company or any Stockholder, the other Parties hereto (i) would be irreparably and immediately harmed by such breach, (ii) could not be made whole by monetary damages and (iii) shall be entitled to temporary and permanent injunctions (or their functional equivalents) to prevent any such breach and/or to compel specific performance with this Agreement, in addition to all other remedies to which such Parties may be entitled at law or in equity (in each case, without posting a bond or other security).

11.8 Cumulative Remedies. All rights and remedies of each Party are cumulative of each other and of every other right or remedy such Party may otherwise have at law or in equity, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.

11.9 Invalidity. If any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument.

11.10 Interpretation. All references herein to Sections and Schedules shall be deemed to be references to Sections and Schedules to this Agreement unless the context shall otherwise require. All Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The words “date hereof’ shall refer to the date set forth on the cover page of this Agreement. All accounting terms not defined in this Agreement shall have the meanings determined by United States generally accepted accounting principles as in effect from time to time. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

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11.11 No Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or be enforceable by any creditor of the Company or by any creditor of any Stockholder. Except as expressly contemplated by Section 8.9, this Agreement is not intended to confer any rights or remedies hereunder upon, and shall not be enforceable by, any Person other than the parties hereto.

11.12 Independent Legal Advice. Each of the Stockholders acknowledge that the Company has recommended to each of them that they obtain individual, independent legal advice concerning the terms of this Agreement and the advisability of entering into this Agreement prior to executing it.

11.13 Multiple Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered by telecopy transmission.

[Signature pages follow]

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IN WITNESS WHEREOF, the Parties hereto have caused this Investor Rights Agreement to be duly executed on their respective behalf, by their respective officers thereunto duly authorized, all as of the day and year first above written.

ONCURE HOLDINGS, INC.
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

GENSTAR CAPITAL PARTNERS IV, L.P.
By:	Genstar Capital IV, L.P.,
	its General Partner
By:
Title: Managing Director
STARGEN IV, L.P.
	By:	Genstar Capital IV, L.P.,
		its General Partner
	By:
		Name:
		Title: Managing Director

ONCURE HOLDINGS, INC.
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

	By:
	Name:		Luc Houle
	Tide:		Senior Vice-President

ONCURE HOLDINGS, INC.
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

AMES CAPITAL CORPO.     014
	By:

JEFFREY A. GOFF AN

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

ONCURE HOLDINGS, INC.
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

RICHARD N. ZEHNER

Address:

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

RICHARD A. BAKER

/s/ Richard A. Baker

Address:

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

SHYAM 9. PARYANI

Address:

WILLIAM L. PE II;

Address: ·

ONCURE HOLDINGS, INC.
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

	LARRY ATKINS
Address’

ONCURE HOLDINGS, INC,
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

JOHN W. SALISBURY, JR.

THOMAS C. HUNT

771 Wat Ferry Street

Buffalo. New York 14222

324 North Drexel Avenue

Bexley, Ohio 43209

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

GARY FILLER

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

R. MICH aL		KASCHKE
	Car Zeiss S Postfach 1380
	73447 Oberkochen, Germany

ONCURE HOLDINGS, INC.
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

DWIGHT INVESTMENTS, L.P.

1313 West Dry Creek Road

Healdsburg, California 95448

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

FRANK BAUCHIERO

201 Waubesa Street, Box 3515

Madison, Wisconsin 53704

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

ALAN H. PORTER

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

FLORIDA RADIATION ONCOLOGY GROUT

DAVID C. CHERNOW

Address: do JA Worldwide

Headquarters One Education Way

Colorado Springs, CO 80906

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

MICHAEL V. PINO

Address: 11 Marciana Street

Newport Coast, CA 92657

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

TIFFANY R. PINO

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

RICHARD WOOLSLAYER
	Address:	5819 Salisbury Lane
		San Luis Obispo, CA 93401

ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

VINCENT S. PINO

/s/ Vincent S. Pino

Address: 11 Marciana Street

Newport Coast, CA 92657

OnCure Holdings, Inc.

Signature Page to Investor Rights Agreement

WALTER L. CHOATE FAMILY TRUST

LEWIS DUANE CHOATE, TRUSTEE

Address: 202 S. Cochran’s Green Cicle

The Woodlands, TX 77381

OnCure Holdings, Inc.

Signature Page to Investor Rights Agreement

LEWIS DUANE CHOATE

· 

Address: 202 S.

Cochran’s Green Circle The Woodlands,

TX 77381

BETSY A. CHOATE

Address: 02 S. Cochran’s Green Circle

The Woodlands, TX 77381

OnCure Holdings, Inc.

Signature Page to Investor Rights Agreement

STANLEY M. MARKS, M.D.

/s/ Stanley M. Marks

Address: 65 5 Beacon Street

Pittsburgh, PA 15217

OnCure Holdings, Inc.

Signature Page to Investor Rights Agreement

JON THAN R. STELLA, M.D.

ddress: 1150 St. Mary’s

Cayucos, CA 93430

OnCure Holdings, Inc.
Signature Page to Investor Rights Agreement

Jonathan R. Stella, M.D.

EX-10.30

Exhibit 10.30

ONCURE HOLDINGS, INC.

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (this “Agreement”) is entered into as of the date set forth on the signature page attached hereto between OnCure Holdings, Inc., a Delaware corporation (the “Company”), and the stockholder listed on the signature page attached hereto (“Stockholder”).

RECITALS

WHEREAS, Stockholder is an employee, consultant, executive officer and/or director of the Company or one or more subsidiaries of the Company;

WHEREAS, the Company has issued to Stockholder shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), or Stockholder holds options to purchase shares of Common Stock; and

WHEREAS, the Company and Stockholder desire to enter into this Agreement to provide for certain matters with respect to the ownership and transfer by Stockholder of the shares of Common Stock now or hereafter issued or sold to Stockholder;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.Definitions.  As used in this Agreement, the following capitalized terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.  For purpose of the foregoing, the terms “controls,” “controlling,” “controlled by” and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by agreement, or otherwise.

“Agreement” shall have the meaning set forth in the preamble.

“Board” means the Board of Directors of the Company.

“Business” shall mean the business of, or Person that is engaged in the business of, or any business activity that is the same as or similar to, or competitive (directly or indirectly) with the business of providing radiation therapy, medical oncology and related oncology services and providing physician practice management services for medical and radiation oncologists engaged in by the Company, its Subsidiaries and/or their respective Affiliates.

“Call Notice” shall have the meaning set forth in Section 4.3.

“Call Right” shall have the meaning set forth in Section 4.1.

“Capital Stock” means (i) any Common Stock, (ii) any Warrants, (iii) any Common Stock issued or issuable directly or indirectly upon exercise of Warrants, (iv) any other equity security that may be issued from time to time by the Company and (v) any equity security issued or issuable with respect to the securities referred to in clauses (i), (ii), (iii) and (iv) above by way of any dividend, split or the like, or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization.

“Cause” shall mean good cause to terminate an employee’s employment, a consultant’s engagement, and/or directorship, as the case may be, as determined in good faith by the Board or Compensation Committee of the Board in its absolute discretion, or if Stockholder is a party to a written employment agreement with the Company or its Subsidiary, then as such term is defined in the applicable agreement of Stockholder.

“Common Stock” shall have the meaning set forth in the recitals.

“Company” shall have the meaning set forth in the preamble.

“Company Activities” shall have the meaning set forth in Section 7.2(ii).

“Competitor” means any Person that is engaged in the Business.

“Confidential Information” shall mean all confidential and proprietary information of the Company and any of its subsidiaries, including, without limitation, the Company’s contractor, customer, supplier and vendor lists and information, marketing strategies, pricing policies or characteristics, product or product specifications, designs, software systems, leasing costs, cost of equipment, business or business prospects, plans, proposals, codes, marketing studies, research, reports, investigations, trade secrets or other information of similar character.  Confidential Information shall not include (i) information which is generally available to the public, (ii) information obtained by Stockholder from third persons other than employees or executives of the Company, its subsidiaries, the Company and the Company’s Affiliates not under agreement to maintain the confidentiality of the same, and (iii) information which is required to be disclosed by law or legal process.

“Covenants” shall have the meaning set forth in Section 7.4(i).

“Disability” means a physical or mental disability or infirmity that prevents the material performance by an individual of his duties to the Company lasting for ninety (90) days within a twelve (12) month period or a continuous period of six months or longer.  In the case of Stockholder who is a natural person and is employed by the Company, such duties shall be those as set forth in such person’s employment with the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” shall have the meaning set forth in Section 4.2(iii).

2

“Family Group” means as to any natural Person, his or her current spouse, parents, parents-in-law, grandparents, children, siblings, and grandchildren, whether by marriage, birth or adoption, and any trust or estate, all of the beneficiaries of which consist of such Person or members of such Person’s Family Group.

“Genstar Approved Sale” shall have the meaning set forth in Section 3.1.

“Genstar Parties” means Genstar Capital Partners IV, L.P. and/or one or more of its Affiliates, and also shall include any Transferee of a Genstar Party who agrees to be bound by the terms of this Agreement pursuant to Section 2.3.

“Parties” means Stockholder and the Company.

“Permitted Transfer” shall have the meaning set forth in Section 2.1.

“Permitted Transferee” shall have the meaning set forth in Section 2.1.

“Person” means an individual, a partnership, limited partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a business or charitable organization, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof or any other legal entity of any kind.

“Pro Rata Portion” shall have the meaning set forth in Section 3.4.

“Post-Termination Period” shall have the meaning set forth in Section 7.2(i).

“Public Offering” means the issuance and sale of equity securities of the Company to the public pursuant to a registration statement under the Securities Act which has been declared effective by the SEC.

“Qualified Public Offering” means a firmly underwritten Public Offering (which may be the initial Public Offering) as a result of which the common equity of the Company shall have an aggregate value, based on the price of such securities offered to the public, of at least $150,000,000; provided, however, that the term “Qualified Public Offering” shall not include any Public Offering (i) relating to any Capital Stock or other rights to acquire any such Capital Stock issued or granted or to be issued or granted primarily to directors, officers or employees of the Company, (ii) filed pursuant to Rule 145 under the Securities Act or any successor or similar provision, (iii) relating to any employee benefit plan or interests therein or (iv) relating solely to any shares of debt securities of the Company.

“Repurchase Price” shall have the meaning set forth in Section 4.2.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Stockholder” shall have the meaning set forth in the preamble.

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“Subsidiary” of a Person, shall mean any other Person 50% or more of the voting stock (or of any other form of other voting or controlling equity interest in the case of a Person that is not a corporation) of which is beneficially owned by such Person (directly or indirectly through one or more Subsidiaries).

“Terminated Party Stock” shall have the meaning set forth in Section 4.1.

“Transfer” shall mean to, directly or indirectly, (i) sell, transfer, assign, gift, pledge, hypothecate, encumber or otherwise dispose of, (ii) issue, sell or grant any Warrant or other right to do or cause to be done any of the foregoing, (iii) enter into or grant any proxy with respect to any voting or similar arrangement (whether with or without consideration and whether voluntarily or by operation of law) or (iv) any other transfer of beneficial ownership whether voluntary or involuntary, including without limitation (i) as part of any liquidation of assets or (ii) as part of any reorganization pursuant to the United States or other bankruptcy laws or other similar debtor relief laws. “Transferred” shall have the correlative meaning.

“Warrants” means any warrants, options, any securities of the Company or any Subsidiary of the Company which are convertible into, or other contractual or purchase rights to acquire any, Common Stock or other equity securities issued, issuable or to be issued by the Company or any Subsidiary of the Company.

Section 2.General Restrictions on Transfer of Capital Stock and Other General Provisions.

2.1Transfer of Capital Stock.  Subject to this Section 2, Stockholder shall not Transfer any of its Capital Stock at any time without the prior written consent of the Board.  Notwithstanding the restrictions set forth in the immediately preceding sentence, but subject to Sections 2.2, 2.3 and 2.4, the following Transfers are permitted without the consent of the Board: (i) any Transfer of Capital Stock to the Company, a Genstar Party or any Affiliate thereof, (ii) any Transfer of Capital Stock by Stockholder who is a natural Person to a member of such transferor’s Family Group, provided that Stockholder retains the sole and exclusive right to vote and dispose of any Capital Stock so transferred, (iii) any Transfer of Capital Stock pursuant to applicable laws of descent and distribution, including to executors and administrators, (iv) any Transfer of Capital Stock pursuant to a Public Offering or pursuant to Rule 144 of the Securities Act, and (v)  any other Transfer completed in compliance with Section 3 hereof, each such Transfer, a “Permitted Transfer” and each such transferee, a “Permitted Transferee”).  Any attempt to Transfer any Capital Stock not in compliance with this Agreement shall be null and void and neither the Company nor any transfer agent shall give any effect in the Company’s stock records to such attempted Transfer.

2.2Restrictions on Transfer.  Notwithstanding any contrary provision in this Agreement, any otherwise permitted Transfer to any Person shall be null and void if:

(i)such Transfer may require the registration of such Transferred Capital Stock pursuant to any applicable federal or state securities laws;

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(ii)such Transfer may subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisers Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended;

(iii)such Transfer may result in a violation of applicable laws;

(iv)such Transfer is made to any Person who lacks the legal right, power or capacity to own such Capital Stock;

(v)such Transfer is made by Stockholder to a Competitor without the prior written consent of the Board, which consent may be given or withheld in the Board’s sole and absolute discretion; or

(vi)the Company does not receive written instruments (including copies of any instruments of Transfer and such Person’s consent to be bound by this Agreement) that are in a form satisfactory to the Board (in its sole and absolute discretion).

2.3Agreement to be Bound.  Any Transfer of Capital Stock by any holder thereof who is then a party to this Agreement shall be subject to the condition that the transferee shall agree in writing to be bound by the terms of this Agreement, and such transferee shall execute and deliver to the Company a counterpart of this Agreement.

2.4Legends.  Each agreement or certificate (if any) evidencing any Capital Stock and each agreement or certificate (if any) issued in exchange for or upon the transfer of any Capital Stock shall be stamped or otherwise imprinted with legends in substantially the following form:

“THE SALE, TRANSFER, HYPOTHECATION, NEGOTIATION, PLEDGE, ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS SHARE CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE RESTRICTED BY AND ARE SUBJECT TO ALL OF THE TERMS, CONDITIONS AND PROVISIONS OF A CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF [DATE SET FORTH ON THE SIGNATURE PAGE], BETWEEN THE COMPANY AND [NAME OF STOCKHOLDER] OF THE COMPANY PARTY THERETO, WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES

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ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”

2.5Termination.  Section 2.1 shall terminate upon the consummation of a Qualified Public Offering.

Section 3.Bring-Along Rights.

3.1Bring-Along Right.  If the Genstar Parties propose the Transfer, and the Board approves such Transfer, of Capital Stock to a purchaser that is not an Affiliate of any Genstar Party or the Company, in each case by way of any sale of Capital Stock, merger, consolidation, business combination, reorganization or recapitalization (each, a “Genstar Approved Sale”), Stockholder shall, upon the request of such Genstar Party, (i) vote for, consent to, raise no objections to, and take all actions required, necessary or desirable in connection with the consummation of the Genstar Approved Sale as requested by such Genstar Party; (ii) Transfer the Pro Rata Portion of its Capital Stock being Transferred in such Genstar Approved Sale on the same terms and conditions approved by the Board and applicable to such Transfer by the Genstar Parties (including the payment of the same consideration per share for each share of Capital Stock sold); and (iii) agree to become a party to any proposed agreement for the sale of such shares and to execute any agreement, certificate or other documents required to be executed in connection with such sale.  The Company shall provide Stockholder with written notice at least ten (10) business days prior to the proposed date of consummation of the Genstar Approved Sale, which notice shall describe in reasonable detail the proposed Genstar Approved Sale, including the identity of the proposed transferee, the amount (by class, series or type, as applicable) of Capital Stock proposed to be Transferred to the transferee, the consideration for each class, series or type of Capital Stock being Transferred, any other material terms of the proposed Transfer and the date the Genstar Approved Sale is proposed to be consummated.  If Stockholder fails to comply with the provisions of this Section 3.1, the Genstar Parties shall be entitled to treat such failure as a breach of this Agreement for which the Genstar Parties shall be entitled to specific performance and/or damages.

3.2Conditions.  The obligations of Stockholder with respect to the Genstar Approved Sale are subject to the conditions that, upon the consummation of the Genstar Approved Sale, Stockholder shall have the right to receive the same form of consideration with respect to such Capital Stock as are received by the Genstar Parties.

3.3Costs and Expenses.  Stockholder shall bear, and shall not be required to bear more than, his or her proportional share (based upon the consideration to be received for its Capital Stock to be Transferred) of the costs of such Genstar Approved Sale to the extent such costs are incurred for the benefit of all selling stockholders and are not otherwise paid by the Company or the acquiring party.  Costs incurred by Stockholder on his or her own behalf in connection with the Genstar Approved Sale will not be considered costs of the Genstar Approved Sale and shall be borne entirely by Stockholder.  Costs incurred by the Company, and costs incurred by the Genstar Parties for the collective benefit of all selling stockholders in connection with the Genstar Approved Sale and not otherwise paid by the acquiring party shall be borne by the Company.

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3.4Pro Rata Portion.  For purposes of this Section 3, “Pro Rata Portion” shall mean, a portion of such Stockholder’s Capital Stock equal to the product of (i) all of Stockholder’s Capital Stock multiplied by (ii) a fraction whose numerator is the total amount of Capital Stock being Transferred by the Genstar Parties in such Genstar Approved Sale and whose denominator is the total amount of Capital Stock then held (prior to giving effect to such Genstar Approved Sale) by the Genstar Parties.

3.5Exclusions.  This Section 3 shall not apply to any Permitted Transfers (excluding clause (v) of the definition of Permitted Transfers).

3.6Termination.  This Section 3 shall terminate upon the consummation of a Qualified Public Offering.

Section 4.Call Right; Purchase Price.

4.1Call Right.  In the event that Stockholder ceases to be an employee and/or a director of the Company or a Subsidiary of the Company, or in the event that a Stockholder who is a consultant of the Company or a Subsidiary ceases to be a consultant of the Company or a Subsidiary, whether by reason of voluntary or involuntary termination, death or Disability, or dissolution or liquidation, as the case may be, or otherwise (the date of the occurrence of the foregoing being referred to as the “Termination Date”), the shares of Common Stock, and any other securities of the Company, owned by Stockholder, whether held by Stockholder or one or more transferees referred to above in Sections 2.1 (the “Terminated Party Stock”), shall be subject to repurchase by the Company (the “Call Right”) to be exercised in the Company’s sole discretion.

4.2Purchase Price.  The repurchase price for Terminated Party Stock payable by the Company or its designee upon exercise of the Call Right (collectively referred to as the “Repurchase Price”) shall be as follows:

(i)in the event Stockholder ceases to be an employee, director or consultant for any reason other than for Cause, the Fair Market Value of the Terminated Party Stock subject to the Call Right on the date of the Call Notice (less any applicable exercise price); and

(ii)in the event the employment, directorship or consulting arrangement of Stockholder is terminated by the Company or any of its Subsidiaries, as applicable, for Cause, the lesser of (A) the Fair Market Value of the Terminated Party Stock subject to the Call Right on the date of the Call Notice (less any applicable exercise price) and (B) the aggregate price paid for such Terminated Party Stock by Stockholder.

(iii)The “Fair Market Value” of the Terminated Party Stock shall be determined in good faith by the Compensation Committee of the Board or the Board.

4.3Call Notice.  The Call Right shall be exercised by written notice (the “Call Notice”) to Stockholder within nine (9) months after the Termination Date, setting forth the terms of the repurchase, including the Repurchase Price.  The repurchase of Terminated

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Party Stock pursuant to the exercise of a Call Right shall take place no later than sixty (60) days following the date of the Call Notice.  On such date, Stockholder shall transfer the Terminated Party Stock subject to the Call Notice to the Company or its designee, free and clear of all liens and encumbrances, by delivering to the Company the certificates representing the Terminated Party Stock to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to Stockholder the Repurchase Price.  The Company and Stockholder each shall use his, her or its reasonable efforts to expedite all proceedings contemplated hereunder to obtain a determination of the Repurchase Price of the Terminated Party Stock at the earliest practicable date.

Section 5.Board of Directors.  From and after the date hereof, Stockholder shall vote all of his, her or its Capital Stock which are voting shares and any other voting securities of the Company over which Stockholder has voting control and shall take all other necessary or desirable actions within his or her control (whether in his, her or its capacity as Stockholder, director, or officer of the Company or otherwise, and including, without limitation, attendance at meetings in Person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) to elect to the Board one or more individuals nominated by the Board and to remove from the Board (with or without cause) any Board member as directed by a majority of the Board or holders of a majority of the Capital Stock.  Section 5 shall terminate upon the consummation of a Qualified Public Offering.

Section 6.Representations and Warranties by Stockholder.  Stockholder represents and warrants that:  Stockholder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by Stockholder and this Agreement is the legal, valid and binding obligation of Stockholder, enforceable against it in accordance with the terms hereof and thereof, subject to (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer or distribution laws and other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally; and (ii) the effect of (a) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law and (b) the discretion of any court in which an action is brought.

Section 7.Covenants.

7.1Records and Confidential Data.

(i)Acknowledgement. Stockholder acknowledges that, in connection with the performance of his or her duties for the Company as an employee, consultant, executive officer and/or director under the terms of this Agreement, that the Company has made and will make available to Stockholder, or Stockholder will have access to, certain Confidential Information of the Company and its Affiliates.  Stockholder acknowledges and agrees that any and all Confidential Information learned or obtained by Stockholder during the course of Stockholder’s employment, engagement or directorship with the Company or otherwise (including, without limitation, information

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that Stockholder obtained through or in connection with Stockholder’s employment, consultancy and/or directorship with the Company prior to the date hereof) whether developed by Stockholder alone or in conjunction with others or otherwise, shall be and is the property of the Company and its Affiliates.

(ii)Confidentiality Obligations.  Stockholder shall at all times keep all Confidential Information confidential and will not use such Confidential Information other than in connection with Stockholder’s discharge of Stockholder’s duties to the Company and its Affiliates, and will safeguard the Confidential Information from unauthorized disclosure.  This covenant is not intended to, and does not limit in any way Stockholder’s duties and obligations to the Company under statutory and common law not to disclose or make personal use of the Confidential Information or trade secrets.

(iii)Return of Confidential Information.  Promptly, but no later than five (5) business days following the termination of Stockholder’s employment, consulting engagement or directorship with the Company, Stockholder will return to the Company all written Confidential Information which has been provided to Stockholder and Stockholder will destroy all copies of any financial records, patient lists, marketing documents and all other documents prepared by Stockholder or for Stockholder’s use containing or reflecting any Confidential Information.  Stockholder shall, upon written request of the Company and within five (5) business days of the receipt of such request by Stockholder, deliver to the Company a document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7.1(iii).

7.2Additional Covenants.

(i)No Diversion.  Stockholder covenants and agrees that (A) during Stockholder’s employment, consulting engagement and/or directorship with the Company, and (B) for one (1) year following termination of Stockholder’s employment, consulting engagement and/or directorship (the “Post-Termination Period”), Stockholder shall not intentionally divert or attempt to divert or take advantage of or attempt to take advantage of any actual or potential business opportunities of the Company in which it has a current interest or expectancy (e.g., joint ventures, other business combinations, investment opportunities, relationships with contractors, customers, suppliers and vendors of the Company, and other similar opportunities) which Stockholder became aware of as the result of and during Stockholder’s employment, consulting engagement and/or directorship with the Company.  Notwithstanding anything to the contrary in the foregoing, this shall not limit Stockholder from investing in or serving on the board of directors of any entity that is not engaged in the Business.

(ii)Non-Competition.  Stockholder acknowledges and agrees that the Company’s Confidential Information is an important business asset, and that if Stockholder were to work for or engage in any activity competitive with the Company, that it is likely that Stockholder would use or disclose Confidential Information.  In addition, Stockholder acknowledges and agrees that he or she has and will continue to play an integral role in the development and maintenance of goodwill between the

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Company and its customers.  Accordingly, in order to protect the Company’s Confidential Information and customer goodwill, Stockholder covenants and agrees that (A) during Stockholder’s employment, consulting engagement and/or directorship with the Company, and (B) for the Post-Termination Period, Stockholder shall not knowingly directly or indirectly own an interest in, operate, join, control, advise, consult to, work for, serve as a director or manager of, have a financial interest in, or participate in any corporation, partnership, proprietorship, firm, association, person, or other entity that engages (or engaged) in the Business (“Company Activities”).  This Covenant applies to Company Activities in any territory or jurisdiction in which the Company is doing business or is making an active effort to do business during the term of Stockholder’s service and during the Post-Termination Period.  This Covenant does not prohibit the mere passive ownership of less than two percent (2%) of the outstanding stock of any public corporation as long as Stockholder is not otherwise in violation of this Covenant.

(iii)Non-Recruitment.  Stockholder agrees that the Company has invested substantial time and effort in assembling its present workforce. Accordingly, Stockholder covenants and agrees that during Stockholder’s employment, consulting engagement and/or directorship with the Company and for the Post-Termination Period, Stockholder shall not directly or indirectly entice or solicit any of the Company’s employees or contractors to leave their employment or engagement with the Company and, for the Post-Termination Period, Stockholder shall not hire any person employed by the Company during the twelve (12) month period prior to the date of termination of Stockholder’s employment, consulting engagement and/or directorship with the Company.

7.3Effect of Other Agreements.  If Stockholder has entered into or enters into a separate written non-competition and/or confidentiality agreement with the Company or any of its Subsidiaries, then such agreement supersedes Sections 7.1 and 7.2 of this Agreement so long as such agreement remains in effect.

7.4Enforcement of the Covenants.

(i)Remedies.  Stockholder acknowledges that should he violate any of the covenants contained in Sections 7.1 and 7.2 above (collectively “Covenants”), it will be difficult to determine the resulting damages to the Company and, in addition to any other remedies the Company may have, the Company shall be entitled to seek temporary injunctive relief without being required to post a bond and permanent injunctive relief without the necessity of proving actual damage.  The Company may elect to seek one or more of these remedies at the Company’s sole discretion on a case by case basis.  Failure to seek any or all remedies in one case shall not restrict the Company from seeking any remedies in another situation.  Such action by the Company shall not constitute a waiver of any of the Company’s rights.  Stockholder acknowledges and agrees that any breach of any of the Covenants during the period of Stockholder’s employment, consulting engagement and/or directorship with the Company shall be grounds for immediate termination for Cause.

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(ii)Severability and Modification of Any Unenforceable Covenant.  It is the parties’ intent that each of the Covenants be read and interpreted with every reasonable inference given to its enforceability.  However, it is also the parties’ intent that if any term, provision or condition of the Covenants is held to be invalid, void or unenforceable, the remainder of the provisions thereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Finally, it is also the parties’ intent that if it is determined that any of the Covenants are unenforceable because of overbreadth, then the Covenants shall be modified so as to make such Covenants reasonable and enforceable under the prevailing circumstances.

(iii)Tolling.  In the event of the breach by Stockholder of any Covenant, the running of the period of restriction shall be automatically tolled and suspended for the amount of time that the breach continues, and shall automatically recommence when the breach is remedied so that the Company shall receive the benefit of Stockholder’s compliance with the Covenants.  This Section 7.4(iii) shall not apply to any period for which the Company is awarded and receives actual monetary damages for breach by Stockholder of a Covenant with respect to which this Section 7.4(iii) applies.

(iv)Construction.  Any reference to the Company in this Section 7 shall include the Company and all of its Subsidiaries.

Section 8.Miscellaneous.

8.1Dividends, Splits, Other Recapitalizations, Etc.  The provisions of this Agreement shall apply to the Capital Stock and any and all other equity interests evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of any Capital Stock, by reason of any dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

8.2No Assignments; Binding Effect.  Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any Party except in accordance with the terms hereof.  The provisions of this Agreement shall be binding upon and accrue to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and permitted assigns.  No transferee (including Permitted Transferees) shall derive any rights under this Agreement unless and until such transferee has delivered to the Company a counterpart signature page to this Agreement and a written, valid and binding agreement to be bound by the terms of this Agreement.

8.3Amendments.  Amendments may be made to this Agreement from time to time by the Board, without the consent of Stockholder, including, but not limited to amendments: (i) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein; (ii) to make any other provisions with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement; (iii) to delete or add any provision of this Agreement required to be so deleted or added by any federal or state official, which addition or deletion is deemed by such official to be for the benefit or protection of all of Stockholder; and (iv) in connection with the issuance of

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Capital Stock to any additional Stockholder, including to reflect the admission as Stockholder to this Agreement; provided that this Agreement may not be amended in a manner which adversely and disproportionately affects the interests of Stockholder (relative to other stockholders who have entered into a stockholders agreement with the Company similar to this Agreement) without the consent of Stockholder.

8.4Notices.  Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally to the Person or to an officer of the Person to whom the same is directed or sent by facsimile or registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Company, to the Company at the address set forth below, or to such other address as the Company may from time to time specify by notice to Stockholder; if to Stockholder, to Stockholder at the address set forth below or to such other address as Stockholder may from time to time specify by notice to the Company.  Any such notice shall be deemed to be delivered, given and received for all purposes as of: (i) the date so delivered, if delivered personally, (ii) upon confirmed receipt, if sent by facsimile or (iii) on the date of receipt or refusal indicated on the return receipt, if sent by registered or certified mail, return receipt requested, postage and charges prepaid and properly addressed.  Subject to the foregoing, notice shall be sent:

If to Stockholder, addressed to:

the address set forth on the signature page attached hereto.

If the Company, addressed to:

OnCure Holdings, Inc.
c/o Genstar Capital, L.L.C.
Four Embarcadero Center, Suite 1900
San Francisco, CA 94111
Attention:  Robert J. Weltman
Telecopy:  (415) 834-2383

8.5Governing Law.  This Agreement, including its existence, validity, construction, and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of choice of law or conflicts of law.

8.6Dispute Resolution; Venue.  The parties hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware, (ii) consent to submit to the exclusive jurisdiction of the Chancery Court of the State of Delaware for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Chancery Court of the State of Delaware and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Chancery Court of the State of Delaware has been brought in an improper or otherwise inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES

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ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.

8.7Remedies.  Stockholder acknowledges that if any disputes arise out of or relate to a breach of this Agreement by Stockholder, the Company (i) would be irreparably and immediately harmed by such breach, (ii) could not be made whole by monetary damages and (iii) shall be entitled to temporary and permanent injunctions (or their functional equivalents) to prevent any such breach and/or to compel specific performance with this Agreement, in addition to all other remedies to which such parties may be entitled at law or in equity (in each case, without posting a bond or other security).

8.8Cumulative Remedies.  All rights and remedies of each Party are cumulative of each other and of every other right or remedy such Party may otherwise have at law or in equity, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.

8.9Invalidity.  If any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument.

8.10Interpretation.  All references herein to Sections shall be deemed to be references to Sections to this Agreement unless the context shall otherwise require.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The term “or” is not exclusive.  The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”  The words “date hereof” shall refer to the date set forth on the cover page of this Agreement.  All accounting terms not defined in this Agreement shall have the meanings determined by United States generally accepted accounting principles as in effect from time to time.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

8.11No Third Party Beneficiaries.  None of the provisions of this Agreement shall be for the benefit of or be enforceable by any creditor of the Company or by any creditor of Stockholder.  Except as set forth in Section 3.1, this Agreement is not intended to confer any rights or remedies hereunder upon, and shall not be enforceable by, any Person other than the parties hereto.

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8.12Independent Legal Advice.  Stockholder acknowledges that the Company has recommended to him, her or it that he, she or it obtain individual, independent legal advice concerning the terms of this Agreement and the advisability of entering into this Agreement prior to executing it.

8.13No Additional Rights.  Nothing contained in this Agreement (i) obligates the Company or any Affiliate of the Company to employ Stockholder in any capacity whatsoever; (ii) confers upon Stockholder the right to continue to serve as a director or consultant; (iii) prohibits or restricts the Company or any Affiliate of the Company from terminating the employment, if any, of Stockholder at any time or for any reason whatsoever, with or without cause; (iv) prohibits or restricts the Company or any Affiliate from terminating a consultant’s service at any time for any reason with or without cause, except to the extent expressly provided otherwise in writing; or (v) restricts in any way the rights of Stockholder of the Company or any of its Subsidiaries to remove Stockholder as a director at any time for any reason whatsoever.  Stockholder hereby acknowledges and agrees that neither the Company, any of its Subsidiaries nor any other person has made any representations or promises whatsoever concerning Stockholder’s employment, consultancy or directorship, or continued employment or consultancy by the Company or any Affiliate of the Company, except pursuant to any employment agreement by and between Stockholder and the Company or any Affiliate of the Company in effect from time to time for so long as this Agreement remains in effect.

8.14Offsets.  The Company shall be permitted to offset and reduce from any amounts payable to Stockholder the amount of any indebtedness or other obligation or payment owing to the Company by Stockholder.  The Company shall provide Stockholder a detailed statement of the basis for any amount withheld signed by an officer of the Company.

8.15Multiple Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered by telecopy transmission.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Stockholders Agreement to be duly executed on their respective behalf, by their respective officers thereunto duly authorized, all as of                            .

ONCURE HOLDINGS, INC.
By:
	Name:
	Title: President and Chief Executive Officer
STOCKHOLDER
	Name:
	Address:
	Telecopy:

[Signature Page to Stockholders Agreement]

EX-10.31

Exhibit 10.31

GENSTAR CAPITAL, LLC

FOUR EMBARCADERO CENTER, SUITE 1900

SAN FRANCISCO, CA 94111

TELECOPY:  415-834-2383

August 18, 2006

OnCURE Medical Corp.

610 Newport Drive, Suite 350

Newport Beach, California 92660

Re:Advisory Services Agreement (this “Agreement”)

Gentlemen:

This letter serves to confirm our retention by OnCURE Medical Corp., a Delaware corporation (the “Company” or “you”), to provide management, consulting and financial services to the Company, as follows:

1.Effectiveness; Advisory Services.  This Agreement shall become effective upon the Closing (as defined below).  The Company has retained Genstar Capital, LLC (“Genstar” or “us”), and we hereby agree to accept such retention, to provide to the Company, when and if called upon, with certain management, business strategy, consulting and financial services of the type customarily performed by us.

2.Closing Fee.  In consideration of services provided by us in connection with the consummation of the transactions contemplated in the Agreement and Plan of Merger, dated as of July 5, 2006, by and among the Company, OnCure Holdings, Inc, a Delaware corporation (“Holdings”), OnCure Acquisition Sub, Inc., a Delaware corporation, and the subject stockholders signatory thereto (the “Merger Agreement”) (the “Closing”), the Company shall pay to us a fee equal to $5,000,000 concurrently with the closing of the transactions contemplated in the Merger Agreement and shall reimburse us for our expenses incurred in connection therewith pursuant to Section 3(b) below.

3.Fees and Expenses.

(a)Fees.  In consideration for the services provided by us hereunder, the Company shall pay to us a management fee of $1,500,000 per annum (the “Management Fee”).  The Management Fee shall be payable in quarterly installments in arrears on the last day of each calendar quarter (i.e., the last day of March, June, September and December of each such year).  Such quarterly payments shall be (i) subject to withholding as required by applicable law and (ii) pro rated for partial periods based on the actual number of days during such calendar quarter that we were retained hereunder.

(b)Expenses.  In addition to our Management Fee, we will separately bill our reasonable expenses, including travel, legal, accounting and other expert, auto, cell phone and entertainment expenses incurred in connection with the transactions contemplated by

the Merger Agreement and our service to the Company.  The Company agrees to reimburse us, upon request (accompanied by reasonable supporting documentation) made from time to time, for such expenses.

(c)In the event a Transaction (as defined below) is consummated, the Company agrees to pay us an advisory fee equal to one and one-half percent (1.5%) of the Aggregate Consideration (as defined below) in connection with the Transaction (the “Advisory Fee”).  The Advisory Fee will be fully earned on the date of closing of the Transaction and shall be payable by the Company to Genstar in cash on the date of closing.

(d)For purposes of this Agreement, a “Transaction” shall mean (i) the consummation of any transaction involving the direct or indirect acquisition by the Company (whether in one or a series of transactions) of all or a substantial amount of the assets or the capital stock or other equity interests of another entity, as well as any merger, recapitalization, restructuring or liquidation of another entity by its current owners, a third party or any combination thereof, or any other form of disposition which results in the effective sale of the principal business and operations of the entity by its current owners to the Company (a transaction described in this clause (i), an “Acquisition”), or (ii) the consummation of any transaction involving the direct or indirect disposition by the Company (whether in one or a series of transactions) of all or a substantial amount of its assets, equity interests or capital stock, as well as any merger, recapitalization, restructuring or liquidation of the Company (directly or indirectly) by its current owners, a third party or any combination thereof, or any other form of disposition which results in the effective sale of the principal business and operations of the Company by its current owners to another entity (a transaction described in this clause (ii), a “Disposition”), in the case of (i) and (ii) involving Aggregate Consideration in excess of $10,000,000.

For purposes of this Agreement, “Aggregate Consideration” shall mean (i) in connection with an Acquisition, the total fair market value (at the time of closing) of all consideration (including cash and all debt remaining on the acquired entity’s financial statements immediately prior to closing and other indebtedness assumed by the Company in connection with such Acquisition) paid or payable, or otherwise to be distributed, directly or indirectly, by the Company at the closing in connection with such Acquisition, but excluding all contingent consideration (including any earnouts or notes issued by the Company in connection with such Acquisition) and (ii) in connection with a Disposition, the total fair market value (at the time of closing) of all consideration (including cash and all debt remaining on the Company’s financial statements immediately prior to closing and other indebtedness assumed by the purchaser in connection with such Disposition) paid or payable, or otherwise to be distributed, directly or indirectly, to the Company or its stockholders at the closing in connection with such Disposition, but excluding all

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contingent consideration (including any earnouts or notes issued by the purchaser in connection with such Disposition).

4.Term.  This Agreement shall continue in effect from year to year unless amended or terminated in accordance with this Agreement.  This Agreement shall terminate automatically upon the completion of an underwritten public offering of the common stock of the Company or Holdings pursuant to a registration statement under the Securities Act of 1933, as amended, which has been declared effective by the Securities and Exchange Commission.  This Agreement may be terminated, and payment hereunder may be waived or reduced:  (a) by the mutual consent of the parties hereto or (b) by us for any reason at any time.  Termination of this Agreement shall be without liability or continuing obligation to the Company or us, except for any compensation earned and expenses incurred by us to the date of termination and provided that Attachment A (and any other provisions that by their nature continue to have effect following any such termination) will remain operative regardless of any such termination.

5.Subordination.  The payment of any amounts pursuant to this Agreement, including any Advisory Fee, the Management Fee and any amounts owed in respect of any indemnification obligations, shall be subject to the terms and conditions of (a) the Subordination and Intercreditor Agreement by and among Holdings, the Company, CDPQ Investments (U.S.) Inc. (“CDPQ”), Ares Capital Corporation (“Ares”), Merrill Lynch Capital (“Merrill”) and the other parties thereto, (b) the Subordination Agreement by and among Genstar, CDPQ, Ares and the subsidiaries of the Company party thereto, (c) the Subordination Agreement by and among Genstar, Merrill, the Company and the subsidiaries of the Company party thereto, in each case dated as of the date hereof, and (d) all other subordination agreements, intercreditor agreements, consent and similar agreements involving, the Company and any of its subsidiaries, Holdings, Merrill or Ares and CDPQ and any holder of indebtedness of the Company or any of its subsidiaries, whether entered into on or prior to the date hereof or from time to time hereafter, together with all modifications, amendments and restatements of any of the foregoing, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

6.Indemnification.  The Company agrees to indemnify us and certain other Indemnified Persons (as defined therein) as provided on Attachment A, which forms an integral part of this Agreement.

7.Disclosure.  Any advice or opinions provided by us may not be disclosed or referred to publicly or to any third party (other than the Company’s legal, tax, financial or other advisors), except in accordance with our prior written consent.

8.Assignment.  We shall act as an independent contractor, with duties solely to the Company.  The provisions hereof shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.  Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective

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successors and assigns, and, to the extent expressly set forth herein, the Indemnified Persons, any rights or remedies under or by reason of this Agreement.  Without limiting the generality of the foregoing, the parties acknowledge that nothing in this Agreement, expressed or implied, is intended to confer on any present or future holders of any securities of the Company or its subsidiaries or affiliates, or any present or future creditor of the Company or its subsidiaries or affiliates, any rights or remedies under or by reason of this Agreement or any performance hereunder.

9.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law that would result in the application of any law other than the law of the State of Delaware.  Jurisdiction and venue shall be exclusive to the state and federal courts located in San Francisco, California and the parties hereby consent to the jurisdiction of such courts.

10.Severability.  If any term or provision of this Agreement or the application thereof shall, in any jurisdiction and to any extent, be invalid and unenforceable, such term or provision shall be ineffective, as to such jurisdiction, solely to the extent of such invalidity or unenforceability without rendering invalid or unenforceable any remaining terms or provisions hereof or affecting the validity or enforceability of such term or provision in any other jurisdiction.  To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any term or provision of this Agreement invalid or unenforceable in any respect.

11.WAIVER.  EACH OF THE COMPANY AND US WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF OUR RETENTION PURSUANT TO, OR OUR PERFORMANCE OF THE SERVICES CONTEMPLATED BY THIS AGREEMENT.

12.Amendment.  This Agreement may be amended, modified or supplemented only by a written instrument executed by the Company and us, except to the extent prohibited by any debt financing arrangement of the Company, Holdings, or any of their respective subsidiaries, including but not limited to the Second Amended and Restated Credit Agreement, dated as of August 18, 2006, among OnCure Acquisition Sub, Inc., the Company and all of its direct and indirect subsidiaries, Merrill Lynch Capital and the financial institutions from time to time party thereto, and Holdings, and the Note Purchase Agreement, dated as of the date hereof, by and among the Company, Holdings, CDPQ, Ares and the other parties thereto.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

13.No Third Party Obligations.  Notwithstanding any provision hereof, none of our obligations under this Agreement shall be an obligation of our or our affiliates’ officers,

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directors, members, limited partners or general partners (or of any officer, director, member, limited partner or general partner of any member, limited partner or general partner of any of the foregoing entities).  Any such liability or obligation arising out of this Agreement shall be limited to and satisfied only out of our assets.

[Signature Page Follows]

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If the foregoing sets forth the understanding between us, please so indicate on the enclosed signed copy of this letter in the space provided therefor and return it to us, whereupon this letter shall constitute a binding agreement among us.

Sincerely,
GENSTAR CAPITAL, LLC
By:	/s/ Robert J. Weltman
	Name:	Robert J. Weltman
	Title:	Managing Director

Agreed to and Accepted as of the date first written above:

OnCURE Medical Corp.
By:	/s/ Richard N. Zehner
	Name:	Richard N. Zehner
	Its:	Chief Executive Officer

SIGNATURE PAGE TO

GENSTAR ADVISORY SERVICES AGREEMENT

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ATTACHMENT A

Terms of Indemnity

This Attachment A is attached to and forms an integral part of that certain letter dated August 18, 2006 from us, Genstar Capital, LLC, to you, OnCURE Medical Corp. (the “Engagement Letter”).

In consideration of our agreement to provide you with certain services as set forth in the Engagement Letter, you agree to indemnify and hold harmless us and our affiliates and our and their respective officers, directors, members, limited partners, general partners, employees and agents and each other person, if any, controlling us or any of our affiliates (each such person, including ourselves, being an “Indemnified Person”) from and against any claim, demand, liability, loss, damage (including consequential damages), injury, settlement, award, fine, penalty, tax, deficiency, assessment, judgment and remediation related to, or arising out of, our engagement by you pursuant to, and our performance of services as contemplated by, the Engagement Letter and you will reimburse each Indemnified Person for all costs, fees and expenses (including reasonable fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding arising therefrom, whether or not pending or threatened and whether or not any Indemnified Person is a party.  You also agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your security holders or creditors related to or arising out of our engagement pursuant to, and our performance of services as contemplated by, the Engagement Letter, except for any such liability for losses, claims, damages or liabilities incurred by you that are finally judicially determined to have resulted from the bad faith or gross negligence of such Indemnified Person.

You will not, without our prior written consent, settle, compromise, consent to the entry of judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification or reimbursement may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such action, claim, suit or proceeding.  No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement will, without your prior written consent, settle, compromise, consent to the entry of judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph.

If the indemnification or reimbursement provided for in the second paragraph of this Attachment A is judicially determined to be unavailable (other than in accordance with the terms hereof) to an Indemnified Person, in respect of any claim, demand, liability, loss, damage (including consequential damages), injury, settlement, award, fine, penalty, tax, deficiency, assessment, judgment, remediation, costs, and fees and expenses referred to herein, then, in lieu of indemnifying or reimbursing such Indemnified Person hereunder, you shall contribute to the amount paid or payable by such Indemnified Person as a result of any such claim, demand,

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liability, loss, damage (including consequential damages), injury, settlement, award, fine, penalty, tax, deficiency, assessment, judgment, remediation, costs, and fees and expenses (i) in such proportion as is appropriate to reflect the relative benefits to you, on the one hand, and us, on the other hand, of a transaction with respect to which services are rendered under the Engagement Letter (whether or not such transaction is consummated), or (ii) if (but only if) the allocation provided by clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of you and us, as well as any other relevant equitable considerations, provided however, in no event shall our aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by us for the specific transaction with respect to which the services in question under the Engagement Letter are rendered.  For purposes of this agreement, the relative benefits to us and you of such a transaction shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received or paid by you or your shareholders, as the case may be, in such transaction(s) or services that are the subject of the Engagement Letter, whether or not any such transaction is consummated, bears to (b) the related fees paid or to be paid to us under the Engagement Letter.

The indemnification and reimbursement contained herein in no way limits any other indemnification or reimbursement to which we or our affiliates are entitled pursuant to any other agreements.

The provisions of this Attachment A shall apply to any services provided under the Engagement Letter and any modifications thereof, and shall remain in full force and effect regardless of any termination or the completion of our services under the Engagement Letter.

Agreed to and Accepted as of the date first written above:

OnCURE Medical Corp.

By:	/s/ Richard N. Zehner
	Name:	Richard N. Zehner
	Its:	Chief Executive Officer

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EX-10.32

Exhibit 10.32

LEASE AGREEMENT

Between

CORPOREX INVERNESS, LLC

LANDLORD

and

OnCURE MEDICAL CORP.

TENANT

TABLE OF CONTENTS

1.	PREMISES
2.	TERM
3.	CONDITION OF AND IMPROVEMENTS TO PREMISES
4.	OCCUPANCY PRIOR TO TERM
5.	SECURITY DEPOSIT
6.	BASE RENT
7.	ESCALATION OF BASE RENT
8.	ADDITIONAL RENT
9.	SERVICES AND UTILITIES
10.	USE OF PREMISES
11.	PARKING
12.	CONTINUANCE OF OCCUPANCY
13.	REPAIRS/RESTORATION
14.	ALTERATIONS
15.	FIXTURES AND UNAUTHORIZED USE OF PREMISES
16.	WARRANTY OF QUIET ENJOYMENT
17.	INTERRUPTION OF SERVICE
18.	RIGHTS RESERVED BY LANDLORD
19.	FIRE OR OTHER CASUALTY
20.	INSURANCE
21.	INDEMNIFICATION
22.	BROKER’S COMMISSION
23.	SUBORDINATION AND ATTORNMENT
24.	ASSIGNMENT AND SUBLETTING
25.	EMINENT DOMAIN
26.	ESTOPPEL CERTIFICATE
27.	DEFAULT; REMEDIES UPON DEFAULT
28.	HOLDING OVER
29.	REDELIVERY OF PREMISES
30.	CUMULATIVE REMEDIES
31.	INTEREST ON PAST DUE OBLIGATIONS
32.	ATTORNEYS’ FEES
33.	NOTICES
34.	LANDLORD’S LIABILITY
35.	INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS
36.	WAIVERS
37.	SEVERABILITY
38.	RECORDING
39.	BINDING EFFECT
40.	AUTHORITY
41.	CONFLICT

TABLE OF CONTENTS

42.	GOVERNING LAW; FORUM
43.	JOINT AND SEVERAL OBLIGATIONS
44.	INTENTIONALLY DELETED
45.	MECHANIC’S LIEN
46.	FINANCIAL STATEMENTS
47.	JOINT VENTURE
48.	HAZARDOUS SUBSTANCES
49.	RIGHT OF FIRST REFUSAL
50.	RIGHT OF FIRST OFFER
51.	RENEWAL OPTION
52.	ADDITIONAL EXHIBITS
53.	FURNITURE
54. STORAGE SPACE

EXHIBITS

A.	PREMISES
B.	DEVELOPED PARCEL
C.	ALTERATIONS AND IMPROVEMENTS
D.	SCHEDULE OF RENT
E.	CLEANING, JANITOR AND ROUTINE MAINTENANCE SERVICE
F.	RULES AND REGULATIONS
G.	PARKING
H.	FURNITURE INVENTORY LIST
I. FORM OF LANDLORD’S WAIVER AND CONSENT

2

LEASE AGREEMENT

188 INVERNESS DRIVE WEST OFFICE BUILDING
ENGLEWOOD, COLORADO

THI LEASE AGREEMENT, hereinafter known as the “Lease,” entered into effect this 29th day of November, 2007, between Corporex Inverness, LLC, a Colorado limited liability company, whose principal place of business is 1125 17th Street, Suite 2300, Denver, CO 80202, hereinafter known as “Landlord,” and OnCURE Medical Corp., a Delaware corporation, whose principal place of business is 188 Inverness Drive West, Suite 650, Englewood, CO 80112, hereinafter known as “Tenant.”

WITNESSETH:

In consideration of the rent hereafter reserved and the covenants herein contained, each party to this Lease hereby agrees:

(1)PREMISES:

Landlord does hereby lease and demise to the Tenant and Tenant does hereby take and rent from Landlord, the following premises:

Premises located on the 6’h floor known as Suite 650 of the office building located at 188 Inverness Drive West, Englewood, Colorado 80112, which, subject to adjustment in accordance with the terms below, shall contain approximately 13,000 rentable square feet as identified in the Preliminary Plans (as defined in Exhibit C) (the “Premises”). That portion which is leased to Tenant is designated on the floor plan attached as Exhibit “A” and is hereinafter known as the “Premises”. The entire building, of which the Premises form a part, is hereinafter known as the “Building”. The Building and other buildings which comprise Corporex Center at 188 Inverness Drive West, if any, are situated upon a tract of land hereinafter known as the “Developed Parcel,” which is more particularly described in Exhibit “B”. Landlord and Tenant hereby acknowledge and agree that the actual rentable area of the Premises shall be verified in accordance with the method of measurement described below and shall be identified in the Final Plans (as defined in Exhibit C). For purposes of this Lease, the actual rentable area of the Premises shall be determined by Landlord and shall be calculated as follows: the total usable area of the Premises determined according to the Building Owners and Managers Association International Standard Method for Measuring Floor Space in Office Buildings (ANSI/BOMA Z 65.1, 1996) multiplied by a factor of fifteen percent (15%) (the “Final Square Footage”). Upon determination of the Final Square Footage, the parties shall enter into an amendment to this Lease confirming the Annual and Monthly Base Rents identified in Exhibit D and Tenant’s Proportionate Share as defined in Article 8(a) below.

(2)TERM:

The term of this lease shall be for five (5) years, and Tenant shall commence to pay rent for the Premises, on the earlier of the date Tenant takes occupancy of the Premises in accordance with Paragraph 4 for the purposes of doing business therein, or the later to occur of (i) March 1, 2008, or (ii) the date the Tenant Improvements described in Exhibit C are Substantially Completed, as that term is defined in Exhibit C (the “Commencement Date”). The term of this Lease shall be for sixty (60) months commencing upon the Commencement Date (the “Term”); provided, however, in the event the Term shall end on any day other than the last day of the final calendar month of the Term, the Term shall be deemed to terminate on the last day of such month, subject however to the terms of Paragraph (3) and further subject to any of the conditions or covenants of this Lease or pursuant to law.

(3)CONDITIONS OF AND IMPROVEMENTS TO PREMISES:

(a) Immediately upon full execution of this Lease by all parties hereto, Landlord shall commence any alterations or improvements to the Premises indicated on the Final Plans as described on Exhibit “C.” Subject to Force Majeure as defined below, Landlord shall proceed diligently with said work and use its best efforts to complete same by March 1, 2008, if this Lease is fully executed and Tenant has provided Landlord with all required drawing approvals by November 30, 2007; but, if the alterations or improvements are not Substantially Completed or if the Premises are not available for occupancy by said date, Tenant shall have no claim against Landlord due to such delay, excepting only that subject to Tenant’s early occupancy of the Premises pursuant to the terms of Paragraph 4 of this Lease, the Term of this Lease shall not commence until the Tenant Improvements (as defined in Exhibit C) in the Premises is Substantially Complete such that Tenant may occupy the Premises and conduct its business therein, and the term shall expire sixty (60) months thereafter. Notwithstanding the foregoing to the contrary, if the Tenant Improvements is not Substantially Completed on or before April 30, 2008, then Tenant shall have the right to terminate this Lease upon written notice delivered to Landlord within ten (10) days thereafter. Failure of the Tenant to deliver said written notice of termination shall operate as a waiver of the right to terminate. “Substantial Completion” of construction of the Landlord’s Work shall be defined as the date upon which the Landlord’s architect or other consultant engaged by Landlord determines that the Landlord’s Work has been substantially completed in accordance with the Final Plans (as defined in Exhibit C), except for such items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with Tenant’s use of the Premises (so called “Punch List” items). Any failure or delay in (a) the issuance of a Certificate of Occupancy, Temporary Certificate of Occupancy or other evidence of government approval, or (b) the timely completion of the alterations or improvements to the Premises required to be completed by Landlord hereunder, resulting from a Tenant Delay (as defined in Exhibit C) or Tenant’s failure to complete any work to be performed by Tenant at the

Premises or other delays in completion caused by Tenant and/or its employees, agents, or contractors, including without limitation, Tenant’s early access to the Premises as permitted pursuant to Paragraph 4 of this Lease, shall not be a basis to delay the Commencement Date.

Immediately after the actual Commencement Date of this Lease has been determined, if at variance with Paragraph (2), Landlord and Tenant shall execute a written instrument fixing the commencement and termination dates of this Lease.

Tenant taking possession shall be conclusive evidence that Premises were then in good order and satisfactory condition, except for the completion of Punch List items, if any.

Notwithstanding anything else to the contrary in this Paragraph (3), if Landlord is unable to complete the Tenant Improvements due to Tenant Delay (as defined in Exhibit C), then the Term of this Lease shall not be delayed.

Tenant shall not be responsible for payment of Monthly Base Rent (defined below) for any period prior to the Commencement Date.

As used herein “Force Majeure” shall mean the occurrence of any event, including, without limitation, strikes, lock-outs, labor troubles, inability to procure materials, failure of power, governmental laws or regulations, riots, terrorist acts, war or any other action(s) which prevents, hinders or delays the performance by either Landlord or Tenant of any obligation imposed upon it pursuant to the Lease and/or this Paragraph (3). If either Landlord or Tenant shall be delayed, hindered or prevented from performance of any of its obligations pursuant to the Lease or this Paragraph (3) by reason of Force Majeure, the time for performance of such obligation shall be extended for a period equivalent to the period of such delay.

(4) OCCUPANCY PRIOR TO TERM:

If permitted by law, Tenant may at no cost to Tenant and without decreasing the rent abatement period described in Exhibit D, with Landlord’s prior approval which shall be deemed given by Landlord’s execution of this Lease, access the Premises for the period thirty (30) days prior to the Commencement Date to begin installation of Tenant’s cabling, wiring, work stations and similar fixtures and equipment; provided, however, Tenant’s activities shall not disrupt, delay or interfere with Landlord’s obligations to complete the Tenant Improvements in the Premises pursuant to this Lease, and further provided, Tenant shall carry and keep in full force and effect insurance reasonably required by Landlord during such period of early access. If permitted by law, Landlord may allow Tenant to occupy and conduct business in the Premises prior to the Commencement Date, in which case, Tenant shall carry and keep in full force and effect the insurance required under Paragraph 20 of this Lease and the Commencement Date shall be the date upon which Tenant first occupies and conducts its business on the Premises. Except as set forth herein, if Tenant occupies the Premises on a day other than

the first day of the month, the Monthly Base Rent provided for in Paragraph (6) and the Additional Rent provided for in Paragraph (8) shall be adjusted and prorated so that Tenant shall only pay rent for the actual number of days in the month. Tenant shall also comply with all other terms and provisions of this Lease in the same manner as if the Term had, in fact, commenced.

(5)SECURITY DEPOSIT:

Tenant shall deposit with Landlord upon execution hereof by Tenant and Landlord the sum of Eighty Six Thousand One Hundred Twenty Four Dollars and no/100 ($86,124.99), which sum is the equivalent of the Monthly Base Rent for the first three months of the initial Lease Term, as security for Tenant’s faithful performance of Tenant’s obligations hereunder as well as for any repairs and/or the cost of removal and/or storage of any furniture, fixtures, equipment or other personal property upon termination or expiration of this Lease (the “Security Deposit”). Unless otherwise expressly provided below, if Tenant fails to pay rent or other charges due hereunder after any applicable grace or cure period, or otherwise defaults with respect to any provision of this Lease, Landlord may use, apply or retain all or any portion of said deposit for the payment of any rent or other charge in default or for the payment of any other sum to which Landlord may become obligated by reason of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby. Said Security Deposit shall not earn interest thereon for the benefit of Tenant. No trust relationship is created herein between Landlord and Tenant with respect to said Security Deposit. Notwithstanding the foregoing, provided there is no uncured Default by Tenant with respect to any provision of this Lease, Landlord shall refund to Tenant that portion of the Security.Deposit not otherwise applied by Landlord in accordance with the terms of this Paragraph 5, totaling one month of the Monthly Base Rent within thirty (30) days following the commencement of the twelfth (12th) month of the Lease Term and again within thirty (30) days following the commencement of the twenty-fourth (24th) month of the Lease Term. The amount of any remaining Security Deposit shall be applied by Landlord to the Monthly Base Rent due during the thirty-seventh (37) month of the Lease Term The amount of any remaining Security Deposit, if any, shall be returned to Tenant within sixty (60) days following expiration or termination of this Lease.

(6)BASE RENT:

(a) As Annual Base Rent for the use and occupancy of the Premises during the initial term, Tenant shall pay to Landlord rent pursuant to the schedule attached as Exhibit “D.”

The Annual Base Rent is to be payable in equal monthly installments, (the “Monthly Base Rent”) in advance on the first day of each and every month during the initial or extended Term of this Lease, except that Tenant shall pay the first installment of Monthly Base Rent upon the execution of this Lease.

(b)Tenant agrees to pay as supplemental base rent for the use of said Premises an amount equal to eight percent (8%) of any Monthly Base Rent payment which is not received by Landlord within five (5) business days of the date said Monthly Base Rent is due. Said supplemental base rent shall be in addition to any other amounts due under this Lease.

(c)Rent shall be mailed by Tenant to Landlord at Landlord’s principal place of business or at such other place as Landlord may designate in writing. Rent shall be payable in accordance with the terms of this Lease, and unless otherwise expressly set forth herein, without deduction or setoff or prior demand thereof by Landlord, and irrespective of the terms of any notice or complimentary invoice which Landlord may or may not elect to provide to Tenant. All payments shall be in U.S. dollars, in cash or by check, all checks subject to collection.

(7) ESCALATION OF BASE RENT:

(a)At the beginning of and for each Lease Year, as hereinafter defined, commencing with the first month of the second Lease Year, the Annual Base Rent (and the corresponding Monthly Base Rent as defined in Paragraph (6)(a) and set forth in Exhibit “D”) shall be adjusted in accordance with the terms of Exhibit “D”.

(b)As used herein, the term “Lease Year” shall be as defined in Exhibit “D.”

(8) ADDITIONAL RENT:

(a)If, in any calendar year or partial calendar year during the Term hereof (or renewal periods, if any) the Operating Expenses, as hereinafter defined, of the Building and the Developed Parcel should exceed Seven Dollars and 51/100 ($7.51) per rentable square foot of area therein (being the Operating Expenses per rentable square foot in 2007) (such excess being hereinafter referred to as the “Operating Expense Differential”), then as Additional Rent for that year, or partial calendar year, Tenant shall pay its Proportionate Share of the Operating Expense Differential all in accordance with the terms herein. “Proportionate Share” shall be 5.2035% (13,000 rentable square feet in the Building divided by 249,828 rentable square feet in the Building). Notwithstanding the foregoing to the contrary, Tenant shall not be required to pay its Proportionate Share of Operating Expenses for the months of March, April and May, 2008.

(b)At the Commencement Date, or prior to or at the commencement of any calendar year during the Term, Landlord shall deliver to Tenant a written estimate of any Additional Rent (such expense being hereinafter referred to as “Estimated Operating Expense Differential”) which may be due hereunder during the calendar year in which this Lease commences or for any such succeeding calendar year as the case may be. For each month, Tenant shall pay 1/12 of the amount of the Estimated Operating Expense Differential for that particular calendar year in addition to the Monthly Base Rent.

(c)  Landlord shall deliver to Tenant statements showing the actual Operating Expenses of the Building and the Developed Parcel and Tenant’s Proportionate Share thereof (hereinafter referred to as “Statement of Actual Adjustment”) within one-hundred twenty (120) days after the end of any calendar year in which Estimated Operating Expense Differential was paid by Tenant or due Landlord under the provisions hereof, provided, however, any delay in delivery of such Statement of Actual Adjustment shall not be grounds for any claim by or on behalf of Tenant. Within thirty (30) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay to Landlord the amount by which the actual adjustment exceeds the amount paid by Tenant as Estimated Operating Expense Differential during said previous calendar year, or Landlord shall credit Tenant the amount by which the Estimated Operating Expense Differential exceeded the Statement of Actual Adjustment, or in the event this Lease shall have expired, Landlord will remit to Tenant the excess within said thirty (30) day time frame. Within sixty (60) days after receipt of the Statement of Actual Adjustment, Tenant, at its own cost and expense and at the offices of the Landlord in Denver, Colorado, where books and records for the Building are maintained or at such other place as Landlord may reasonably designate in Denver, Colorado, may examine Landlord’s books and records relating to the Operating Expenses to determine the accuracy of the statement in question. The cost of any audit, including the costs and expenses of services provided by Landlord’s employees or representatives, reasonable administrative costs, costs of copies, and such, shall be borne and paid by Tenant unless such audit determines that Landlord’s statement has overcharged Tenant by more than five percent (5%). If Landlord and Tenant cannot mutually agree upon a settlement of a disputed overcharge within ten (10) days of Tenant’s review, the parties shall select a mutually acceptable independent, certified public accountant to review the records at Tenant’s expense, and the decision of such accountant shall be final and binding upon the parties. Landlord shall pay the fee of such independent accountant and reimburse Tenant for Tenant’s reasonable costs and expenses (not to exceed Two Thousand Five Hundred Dollars ($2,500.00)) in the event such accountant determines that Landlord’s statement has overcharged Tenant by more than five percent (5%); provided, however, under no circumstances shall Landlord pay any fees, costs or expenses relative to an audit performed on a contingency basis. Tenant shall pay the fee of such independent accountant and reimburse Landlord for Landlord’s costs and expenses of such audit in all other events. In any event (whether the audit shows an overcharge or an undercharge), the Tenant’s share of Operating Expense Differential shall be adjusted to correspond with the figures determined in the audit. Further, Tenant shall have no right to audit the books and records of Landlord during any period that Tenant is in default under the terms of this Lease beyond any applicable grace or cure period. Tenant, its agents and representatives, agree that all information of any nature or kind provided or disclosed by Landlord during any such audit shall be held in strict confidence.

(d)The computations set forth in this Paragraph shall be made on a calendar year basis except if this Lease commences on a day other than the first day of a calendar year or terminates on a day other than the last day of a calendar year, in such event the computations shall be made on the basis of the proportion that the number of days that this Lease was in effect for such calendar years bears to 365.

(e)For the purposes of this Lease, Operating Expenses shall mean any and all commercially reasonable costs paid or incurred in connection with the operation, servicing, maintenance and repair of the Building and the Building’s proportionate share of Operating Expenses incurred in connection with the maintenance, repair and cleaning of areas within the Developed Parcel, which shall include, but not be limited to the following:

(i) All real estate taxes, assessments, governmental levies, county taxes or any other governmental charge, ordinary or extraordinary, unforeseen as well as foreseen, of any kind or nature whatsoever which are or may be assessed or imposed upon the Building and the Developed Parcel or upon rents collected by Landlord under the laws of the United States, Arapahoe County or the State of Colorado, as a substitute in whole or in part for taxes payable or hereinafter imposed on the Building and the Developed Parcel or resulting from or due to any change in method of taxation, but excluding any income, franchise, excise, corporation, estate, inheritance, succession, capital stock or transfer tax levied on Landlord to the extent that it is not a substitute in whole or in part for real estate taxes. For purposes of this paragraph, real estate taxes, assessments, governmental levies, county taxes or any other governmental charge shall be prorated to the Tenant based on the period of time indicated on the tax bill rather than the period of time in which it was paid. For example, if real estate taxes for Lease Year 1 are actually paid by Landlord in Lease Year 2 (i.e. the billing is in arrears) Tenant shall remain responsible via an Operating Expense adjustment for its proportionate share of the amount paid in Lease Year 2 indicated for the Lease Year 1 period. The foregoing shall also apply with respect to any other Operating Expenses paid in arrears.

(ii) Compensation provided in the form of wages, salaries, fees and such other compensation and benefits (including insurance, welfare, pension or similar fund payments, retirement, vacation, holiday, sick pay and other fringe benefits) as well as any adjustments thereto for the following classes of employees, employees of agents, or agents of Landlord performing services rendered in connection with the management, operation and maintenance of the Developed Parcel and/or the Building, and to the extent time is shared by such employee, the compensation attributed to such employee shall be equitably allocated;

a.Building Manager;

b.Assistant Building Manager(s);

c.clerical and accounting staff;

d.window cleaners, porters, janitors, cleaners, dusters, sidewalk shovelers and miscellaneous handymen;

e.security personnel, gardeners, caretakers and persons engaged in patrolling and protecting the Building;

f.engineers, mechanics, electricians, plumbers and persons engaged in the operating and maintenance of the heating, air conditioning, ventilating, plumbing, electrical and elevator systems of the Building; and

g.carpenters, plasterers, painters and other persons engaged in connection with the management, operating and maintenance of the Building.

(iii)The uniforms of employees specified in subdivision (ii) above and the cleaning, pressing and replacement thereof.

(iv)Payroll taxes, including federal and state unemployment taxes and social security taxes and any other such taxes that may be created, payable in connection with the employment of any of the employees specified in subdivision (ii) above.

(v) Premiums and other charges incurred by Landlord with respect to the following insurance (listed below) on employees specified in subdivision (ii) above, and on the Building and the Developed Parcel as required by Paragraph (20), and, if Landlord elects to self insure some or all of the risks as would normally be covered by insurance, an amount deemed by Landlord in its reasonable discretion to be equal to the amount which would have been incurred if insurance had been purchased (but, in any event, in an amount consistent with amounts paid for other comparable Class A office buildings in the Denver Metro Area):

a.fire; extended coverage, including windstorm, hail, explosion, riot, rioting attending a strike, civil commotion, aircraft, vehicle and smoke; all risk; and terrorism;

b.public liability;

c.elevator;

d.boiler damage, water damage, legal liability, and pilferage on equipment and materials for the Building and the Developed Parcel;

e.workmen’s compensation as required under applicable state law and employer’s liability for the employees specified in subdivision (ii) above;

f.health, accident, disability and group life on employees enumerated in subdivision (ii) above as therein qualified; and

g.other insurance which Landlord reasonably deems necessary for a first class office building would carry or which the holder of any mortgage affecting the Building or the Building and the Developed Parcel might require to be carried under the terms of such mortgage.

(vi)Costs or premiums incurred for electricity, steam, gas, water or other utilities or fuels required in connection with the operation and maintenance of the Building and the Developed Parcel.

(vii)Water and sewer charges.

(viii)Repairs or maintenance of the Building and the Developed Parcel and the cost, repair or replacement of supplies, tools, communication devices (including those incidental to monitoring of systems from remote locations) materials and equipment used in connection therewith.

(ix)Charges of any independent contractor incurred in connection with operating, maintaining or repairing the Building and its appurtenances, including inspection and servicing of elevator, electrical, plumbing and mechanical equipment, energy management systems and security monitoring systems; and the furnishing of cleaning and janitorial services, base concierge services, if any, and the cost of materials, tools, supplies and equipment used in connection thereof.

(x)Sales, use and excise taxes on goods and services purchased or provided by Landlord to properly manage, operate and maintain the Building and the Developed Parcel.

(xi)License, permit and inspection fees.

(xii)Auditor’s fees for public accounting with respect to the Building and/or the Developed Parcel.

(xiii)  Legal fees of outside or special counsel retained by Landlord in connection with proceedings for the reduction of real estate taxes, labor relations, or other matters to the extent that the same shall be of general benefit to all tenants in the Building.

(xiv)Cost of telephone, telegraph, postage, stationery supplies and other materials required for routine operation of the Building Manager’s office.

(xv)Association dues.

(xv)  Commercially reasonable management fees not exceeding three percent (3%) of the of gross rental income derived solely from the Building.

(xvi)Restroom keys, security passes, directory strips, control cards.

(xvii)Amortization of capital improvements which will improve Building operating efficiencies or which may be required by governmental authorities, amortized with interest at the rate of ten percent (10%) per annum over the useful life of the capital improvement.

(xviii)Such other expenses and costs of any nature whatsoever, whether or not herein mentioned as are customary in the commercial real estate market where the Premises are located, which would be construed as an operating expense by Landlord in its commercially reasonable discretion and in accordance with sound commercial real estate accounting practices.

(f)Notwithstanding anything contained in Subparagraph (e), no expense incurred for the following shall be included in Operating Expenses.

(i)Any repairs to the Building including the Premises where the occurrence causing the damage or loss necessitating repair is reimbursed by insurance carried by, or required to be carried by, Landlord.

(ii)Leasing or procuring new tenants including leasing commissions paid to agents of Landlord or other brokers.

(iii)Renovating space for new tenants or in renovating space vacated by any tenant.

(iv)Income, capital stock, estate or inheritance taxes payable by Landlord, provided the same shall not have been levied as a substitute for or supplement to real property taxes.

(v)Cost of utilities charged to tenants and any portion of Landlord’s payroll, material and contract costs of other services charged to tenants.

(vi)Costs incurred by Landlord for Tenant’s alterations.

(vii)Cost of painting and decorating the premises of other tenants.

(viii)Depreciation of the Building or Developed Parcel.

(ix)Cost of capital improvements (except as set forth in (e)(xviii) above).

(x)Interest on debt or amortization payments on any mortgage or mortgages or deed of trust.

(xi)Any cost or expense of any nature whatsoever which Landlord shall incur in connection with the operation of the Building which is specifically reimbursed to the Landlord from any source, charged directly to the tenant on whose behalf it is incurred (whether or not the same shall fmally be paid), or for which Landlord is otherwise compensated or recoups such expense by way of setoff, reduction of recovery allowed, or otherwise.

(xii)Fees for negotiating leases, collecting rents, evicting tenants or costs incurred in legal proceedings with or against any tenant or to enforce the provisions of this Lease.

(xiii)the cost of the initial construction of the Building or any additions to the Building subsequent to the date of original construction or any improvements, alterations or refurbishing of space leased to other tenants of the Building.

(xiv)cost of any work or service performed for any tenant (including Tenant) at such tenant’s cost, or in excess of the services provided to Tenant by Landlord pursuant to the terms of this Lease.

(xv)cost of correcting defects in design or construction of the Building.

(xvi)any expenses for repairs or maintenance which are covered by warranties and service contracts, to the extent such maintenance and repairs are made at no cost to Landlord.

(xvii)legal expenses, accounting expenses or other professional fees arising out of the ownership or sale of the Building or the construction of the improvements on the land or the enforcement of the provisions of any lease affecting the land or the Building, including this Lease

(xviii)costs paid to any affiliates or parties related to Landlord for services or materials in excess of the amount which would be paid to an unrelated third party at market prices for such services or materials

(xix)the cost of overtime or other expense to Landlord in curing its defaults.

(xx)any amounts payable by Landlord by way of indemnity for damages or which constitute a fine or penalty, including interest or penalties for any late payment.

(xxi)repairs or construction necessitated by violations of laws in effect and requiring compliance as of the date of this Lease.

(xxii) charitable, lobbying, special interest or political contributions.

(g)If at any time during the term of this Lease the occupancy of the Building is less than one hundred percent (100%) of its capacity, then for the purpose of this Paragraph, the Operating Expenses per rentable square foot of rentable floor space shall nevertheless be computed as if the Building were the greater of: (i) ninety-five percent (95%) occupied, or (ii) the actual occupancy rate.

(h)The obligations of Landlord and Tenant under this Paragraph shall survive the expiration or other termination of this Lease.

(i)All costs and expenses which Tenant assumes or agrees to pay to Landlord pursuant to this Lease shall be deemed additional rent, and, in the event of nonpayment, Landlord shall have all the rights and remedies herein provided for in case of nonpayment of rent.

(j)In no event will the Annual Base Rent be reduced below the amount in Paragraph (6) and (7) as a result of any adjustments pursuant to this Paragraph.

(9)SERVICES AND UTILITIES:

(a) The Landlord hereby covenants and agrees to maintain in good condition and repair the foundation, floors, roof, elevators, exterior masonry walls of the Building and all common areas in the Building and on the Developed Parcel, as well as sewer, water and other pipes and conduits located beyond the boundaries of the Premises; and to make all repairs becoming necessary by reason of any structural defects in the Building; provided, however, that Landlord shall not be required to make any repairs necessitated by reason of any act or omission of Tenant, its officers, agents, employees, visitors, or anyone claiming under Tenant, or caused by any alteration, addition, or improvement made by Tenant or anyone claiming under Tenant, and that if Landlord does make any such repairs Tenant shall promptly, upon demand, reimburse to Landlord the cost thereof.

(b) The Landlord shall maintain, operate and repair heating, ventilation, air conditioning, plumbing and sprinkler systems (hereinafter known as the “Systems”) and shall provide:

(i)Heating, ventilating and air conditioning in the Premises at the temperature required for reasonably comfortable occupancy of the Premises during Normal Business Hours (that is, daytime hours of 7:00 a.m. through 6:00 p.m. weekdays and 8:00 a.m. to 1:00 p.m. on Saturdays, excluding Sunday and Holidays (New Years Day, Thanksgiving Day, Memorial Day, Independence Day, Christmas Day and Labor Day)). Because of Systems requirements, if Tenant shall require air conditioning or heating service at any other time, Landlord shall furnish such “after hours” air conditioning or heating service upon reasonable advance notice from Tenant and Tenant shall pay the actual cost incurred by Landlord therefore which is currently estimated to be $75.00 per hour. A minimum charge for two (2) hours of “after hours” service will be made for any such service.

Use of the Premises (or any part thereof) in a manner exceeding the designed conditions therefor for air conditioning services, or rearrangement of partitioning which interferes with normal operation of the Systems, or use of computer or data processing machines may require changes in the Systems service for the Premises.

Such changes so occasioned for the Premises shall be made by Tenant at its expense but subject to Landlord’s reasonable approval. Tenant agrees to cooperate through the use of lowered or closed Venetian blinds or other window coverings whenever required for proper operation of the Systems.

(ii)Cold water for drinks, lavatory and toilet purposes and hot water for lavatory purposes.

(c) The Landlord shall provide electricity consumed in the Premises for normal lighting, air conditioning and operation of the Tenant’s normal office equipment only. However, Landlord shall not be liable in any way to Tenant for any failure or default in supply or character of electric current furnished to the Premises. Notwithstanding the foregoing, if the interruption is due to the negligence or intentional misconduct of Landlord and lasts for two (2) consecutive business days, Tenant shall have the right to abate the monthly Basic Annual Rent payable hereunder on a per diem basis for each day that such interruption continues due to the negligence or intentional misconduct of Landlord, and if such interruption continues for thirty (30) days, Tenant, upon written notice to Landlord delivered at any time after such thirtieth (30th) day and before the service is restored, shall have the right to terminate this Lease. Landlord shall supply the Premises with required lamps, bulbs, ballast, starters, and replacements thereof in the ordinary

course of business, with Tenant’s cooperation, through proper communication of need for said replacement items. Tenant’s use of electric current in the Premises shall not at any time exceed the capability of the electrical conductors and equipment in or otherwise servicing the Premises. Tenant shall not make or perform or permit any alterations to wiring, installations, lighting fixtures or other electrical facilities in any manner without the prior written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed. In each instance, should Landlord grant any such consent for additional risers or other equipment required thereof, such equipment shall bO installed by Landlord or Landlord’s approved agent and the cost thereof shall be paid by Tenant upon Landlord’s demand.

(d)Tenant will not install or operate in the Premises any heavy duty electrical equipment or machinery, without first obtaining prior written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed. Subject to the terms of this Lease, Landlord may make periodic inspections of the Premises at reasonable times to determine that Tenant’s electrically operated equipment and machinery complies with the provisions of this section and to review for excessive heat generation.

Upon reasonable grounds therefor, Landlord may require that one or more separate meters be installed to record the consumption or use of electricity, or shall have the right to cause a reputable independent electrical engineer to survey and determine the quantity of electricity consumed by such excessive use. The actual cost of any such survey or meters and of installation, maintenance and repair thereof shall be paid for by Tenant. Tenant agrees to pay Landlord (or the utility company, if direct service is provided by the utility company), promptly upon demand therefor, for all such electric consumption and demand as shown by said meters, or a flat monthly charge determined by the survey, as applicable, at the rates charged for such service by the local public utility company.

(e)Landlord shall not be liable for its failure to maintain comfortable atmospheric conditions in all or any portion of the Premises due to heat generated by any equipment or machinery installed by Tenant (with or without Landlord’s consent) that exceeds generally accepted engineering design practices for normal office purposes. If Tenant desires additional cooling to offset excessive heat generated by such equipment or machinery, Tenant shall pay for auxiliary cooling equipment and its operating costs including without limitation electricity, gas, oil and water, and/or pay for excess electrical consumption by the existing cooling system, as appropriate.

(f)The Landlord shall also provide the cleaning services detailed on Exhibit

(10) USE OF PREMISES:

(a) Tenant, its officers, agents, employees, guests, customers, clients, patients, contractors and invitees (business or otherwise) shall use and occupy the Premises for general business offices and for no other purpose without the prior consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed.

(b)Tenant, at its expense, shall comply with all Federal, State, County and City laws, ordinances, rules and regulations affecting the use or occupancy of the Premises by Tenant or the business at any time transacted by Tenant.

(c)As of the Commencement Date of this Lease, the Premises and the Tenant Improvements shall be in compliance with all applicable laws, ordinances, rules and regulations of governmental authorities.

(d)Tenant, its officers, agents, employees, guests, customers, clients, patients, contractors and invitees (business or otherwise) shall comply with all the Rules and Regulations which have been adopted by Landlord, attached as Exhibit “F,” (and such reasonable changes or additions thereto) for the protection and welfare of the Building, the Developed Parcel and other tenants. Landlord shall enforce such rules and regulations in a uniform and non-discriminatory manner as to all tenants in the Building.

(e) Tenant acknowledges that Landlord has advised it that it may enter into a telecommunications and related services agreement with a third party provider relative to the Building. Such services, including but not limited to local and long distance telephone, telex and PBX services, may be used by Tenant, along with other tenants of the Building in a shared network, at Tenant’s election. Landlord shall have no obligation to Tenant with respect to such services, whether or not Landlord has entered into a contractual arrangement with such third party provider concerning such services or has consented to the provision of such services.

(11)PARKING:

Parking will be provided to Tenant in accordance with Exhibit “G” attached hereto.

(12)CONTINUANCE OF OCCUPANCY:

Intentionally left blank.

(13)REPAIRS/RESTORATION:

(a) Tenant shall at its expense keep in good order, condition, and repair the interior of the Premises, excluding such items as Building HVAC equipment, structural systems and lighting. However, Tenant shall pay for any and all damage caused by negligence of Tenant, its officers, agents, employees, guests, customers,

clients, patients, contractors, and invitees (business or other) within the Premises, the Building, common areas of the Building or Developed Parcel.

(b)If Tenant fails to maintain and repair the Premises as required by Subparagraph (13)(a), Landlord may, on ten (10) days prior written notice (except that no notice shall be required in case of emergency), enter the Premises and perform such maintenance or repair on behalf of Tenant unless during such ten (10) day time frame, Tenant commences making such repairs and diligently prosecutes the same to completion. In such case, Tenant shall reimburse Landlord for all costs incurred in performing such maintenance or repair promptly upon demand.

(c)Upon the expiration or termination of this Lease, Tenant shall, unless otherwise directed by Landlord, in addition to any and all payments and obligations to Landlord herein, restore the Premises (other than the Tenant Improvements described in Exhibit C and subject to Article 15 below), the common areas of the Premises, and/or the Developed Parcel to a marketable state at Tenant’s sole cost and expense, by removing any Tenant-installed improvements unique to the tenancy. By way of example, Tenant’s responsibilities shall include: removal of all telecommunication, computer system, data processing system, interne, and similar cabling and wiring installed within, or above the ceilings of, the Premises; removal of all raised computer and data processing floors, liebert units, separate air conditioning units, cooling systems, generators, special security equipment, key systems on elevators and related wiring and facilities; removal of communicating stairways and floor reconstruction in openings; removal of all fixtures and special equipment, or other special training, computer rooms, telecommunication or storage rooms, and reinstallation of suspended ceiling and lighting and repair of all floors and walls and wall covering/painting; removal of all roof or ground mounted equipment and conduits and restoration of same to conditions reasonably acceptable to Landlord. All such restoration shall be completed within thirty (30) days following Tenant’s vacation of the Premises.

If Tenant fails to remove such extraordinary Tenant finishes and improvements and restore the Premises, common areas and/or Developed Parcel within the time period provided above, Landlord may cause such items to be removed and the Premises, common areas and/or Developed Parcel restored, in which event Tenant shall be obligated to reimburse Landlord for all costs incurred by Landlord in performing such removal and restoration plus a fee of five percent (5%) of the actual third party costs incurred by Landlord to cover Landlord’s overhead immediately upon demand.

(d) Notwithstanding anything in the foregoing to the contrary, to the best of Landlord’s knowledge, as of the Commencement Date: (1) the heating, ventilation, air conditioning, electrical, plumbing and other systems contained within or servicing the Premises and the Building are in good working condition and repair; (2) the Premises are, as of the Commencement Date, in substantial compliance with all federal, state and local laws, rules and regulations (including,

without limitation, the Americans with Disabilities Act) (collectively, “Applicable Laws”), and mechanical, electrical codes and administrative measures relating to the operation of the Premises, the Building and the Real Property, including, without limitation, zoning and building ordinances of the City of Englewood, County of Douglas, Colorado; (3) there is no litigation or other proceeding, including without limitation a taking or condemnation, pending or threatened against or relating to Landlord’s interest in the Premises or the Building; (4) there are no material physical, mechanical, or structural defects to or on the Premises or the Building, and (5) there are no Hazardous Substances (as defined in Article 48) located in the Premises, the Building or the Developed Parcel. Landlord shall disclose to Tenant any Hazardous Substances located on, under or about the Premises, the Building or the Developed Parcel of which Landlord becomes aware of as of the effective date hereof other than customary office cleaning products used in the ordinary conduct of business by office tenants and which are used in a manner that complies with all federal, state, and local laws, regulations, and ordinances.

(e) Landlord represents and warrants that (i) to the best of Landlord’s knowledge, as of the Commencement Date, there have been no written complaints regarding the indoor air quality anywhere in the Building or otherwise related to the HVAC system, (ii) to the best of Landlord’s knowledge, as of the Commencement Date, there are no indoor air pollution and/or air quality problems that are in violation of Applicable Laws in the Building, and (iii) Landlord will notify Tenant in writing if any indoor air quality or environmental problem that is in violation of any Applicable Laws is discovered by Landlord in the Building, and to the extent required by Applicable Laws, will undertake to correct such problem in the manner required by Applicable Laws. If, during the Lease Term, Tenant discovers and reports to Landlord, in writing, its discovery that either the Premises or the Building is affected by indoor air pollution and/or air quality problems in violation of Applicable Laws, Landlord shall investigate the reported problem. If the existence of any such problem is either experienced by Landlord or confirmed by Landlord’s personnel or consultants engaged by Landlord to exist, and such existence of any problem is in violation of Applicable Laws and such Applicable Laws require Landlord to remediate, Landlord shall remedy any such violation in accordance with Applicable Laws. In the event Landlord is required to address the problem pursuant to Applicable Laws and is unable to address the problem within the time periods required under Applicable Laws, Tenant, may, upon prior written notice to Landlord, elect to terminate this Lease and thereafter to be fully relieved of and from all obligations hereunder, except any such obligation that otherwise may expressly survive this Lease.

For purposes of this Paragraph 13, to the “best of Landlord’s knowledge” shall mean the actual knowledge of Kim Koehn, without independent investigation.

(14) ALTERATIONS:

No alterations, modifications, additions or installations to the Premises the cost of which exceeds Five Thousand Dollars ($5,000.00) in any one instance shall be made unless the Landlord shall first have given written approval of the plans and specifications thereof, which approval will not be unreasonably withheld, conditioned or delayed and shall have been protected, to the Landlord’s satisfaction, against any cost or damage incidental thereto. Prior to any approved construction, Tenant shall first have secured all necessary building and other permits. Tenant agrees to make such alterations, modifications, additions or installations to the Premises as may be required by building, OSHA, or other applicable regulations or local codes in the jurisdiction in which the Premises are located, if the need therefore arises as a result of Tenant’s particular manner of use of the Premises or as a result of any change in applicable law after the Commencement Date. Tenant shall further assure, in connection therewith, that any such alterations, modifications, additions or installations are constructed in full compliance with ADA standards. No alterations, modifications, additions or installations shall be made which in any way conflict with the reasonable requirements of Landlord’s insurance company. All such alterations, modifications, additions, or installations, when made, shall become, unless the Landlord elects otherwise as provided in Paragraph (15) hereof, the property of the Landlord and shall remain upon and be surrendered with said Premises as a part thereof at the end of the Term.

(15)FIXTURES AND UNAUTHORIZED USE OF PREMISES:

Tenant shall not without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, attach any fixtures in or to the Premises or change, alter, or make additions to the Premises nor permit any annoying sound device, install any additional locks, overload any floor or deface the Premises. Any attached fixtures or any alterations, additions, or improvements made or attached by Tenant shall on the expiration or termination of this Lease, if requested by Landlord at the time of their installation by Tenant, be promptly removed at Tenant’s expense, and the Premises restored by Tenant at its expense to its original condition, ordinary wear and tear and casualty excepted. Any such fixture, alteration, addition and/or improvement not requested to be moved shall remain on the Premises and shall become and remain the property of Landlord. All Tenant’s fixtures, installations, and personal property not removed from the Premises within five (5) calendar days following the expiration or termination of the Term and not required by Landlord to have been removed as provided in this Paragraph shall be conclusively presumed to have been abandoned by Tenant, and title thereto shall pass to Landlord under this Lease as by a bill of sale.

(16)WARRANTY OF QUIET ENJOYMENT:

Tenant, upon paying the rents and keeping and performing the covenants of this Lease to be performed by Tenant, shall peacefully and quietly hold, occupy, and enjoy said Premises during the Term or any renewal thereof.

(17) INTERRUPTION OF SERVICE:

Landlord does not warrant that any services to be provided by Landlord will be free from interruption due to causes beyond Landlord’s reasonable control. Unless caused by the negligence or intentional misconduct of Landlord, its agents, employees or contractors, the temporary interruption of services or unavoidable delay in the making of repairs shall not be deemed an eviction or disturbance of Tenant’s use and possession nor render Landlord liable to Tenant for damage by abatement of rent or otherwise nor relieve Tenant from performance of its obligations under this Lease.

(18) RIGHTS RESERVED BY LANDLORD:

Landlord shall have the following rights exercisable without liability to Tenant:

(a)To change the name or street address of the Building upon a minimum of ten (10) business days notice to Tenant, provided, however, in such event, Landlord shall reimburse Tenant for the actual costs incurred by Tenant to replace any existing stock of stationery, letter head, marketing materials and business cards;

(b)To have pass keys to the Premises to be used according to the terms of this Lease;

(c)To require all persons entering or leaving the Building during such hours as Landlord may from time to time reasonably determine to identify themselves to a security person by registration or otherwise, and to establish their right to enter or leave, and to exclude or expel any peddler, solicitor or beggar at any time from the Developed Parcel or the Building;

(d)To approve the weight, size and location of safes, computers, and other heavy articles or equipment in and about the Premises and to require all such items and other office furniture and equipment to be moved in and out of the Building only at such times and in such manner as Landlord shall reasonably direct and in all events at Tenant’s sole risk and responsibility;

(e) Landlord may, at its expense, relocate the Tenant’s Premises to alternate premises on or above the fourth floor of the Building in order to facilitate leasing of the Building and/or construction and/or alterations of the Building; the relocated premises shall have comparable tenant finish build out and comparable views to that portion of the Premises being relocated and shall provide for a similar right to Tenant to the First Refusal Right as defined in Article 49 hereof and the Right of First Offer as defined in Article 50 all as determined in Tenant’s reasonable opinion. Landlord shall provide at least ninety (90) days prior written notice of such relocation, and shall reimburse Tenant for its reasonable moving and installment expenses, including voice and data cabling and a reasonable quantity of printable stationary, envelopes and business cards within thirty (30) days of the presentation of invoices. Notwithstanding the foregoing, Landlord may not relocate the Tenant’s Premises at any time during the last year of the Lease Term and may only exercise its relocation rights hereunder only once during the Lease Term. Within ten (10) business days following the relocation, Tenant shall enter

into an appropriate Lease amendment relocating the Premises effective as of the relocation date. The Monthly Base Rent shall not be adjusted upward if the relocation space is larger than the original Premises but may be adjusted downward on a per square foot of rentable area basis if the relocation space is smaller than the original Premises.

(t) Subject to applicable law with regard to the protection of private medical records, Landlord or its agents shall have the right to enter the Premises at reasonable times and upon reasonable prior notice for the purpose of inspecting the same, showing the same to prospective purchasers or lenders, making such alterations, repairs, improvements or additions to the Premises as Landlord may deem necessary or desirable. Landlord may at any time place on or about the Premises, the Building or the Developed Parcel any ordinary “For Sale” or “For Lease” signs; and

(g)Within six (6) months prior to the date of the expiration of this Lease, Landlord or its agents shall have the right to enter the Premises at all reasonable times for the purpose of exhibiting the Premises to prospective tenants;

(h)At any time after the completion of the Building, Landlord shall have the right to change the arrangement or location of such of the following as are not contained within the Premises or any part thereof: entrances, signs, passageways, doors and doorways, corridors, stairs, toilets and other like public service portions of the Building; provided, however, that in no event shall Landlord make any change which shall diminish the area of the Premises, make any change which shall interfere with the access to the Premises from and through the Building, parking or change the character of the Building from that of a first-class office building.

(19) FIRE OR OTHER CASUALTY:

Should the Premises be damaged or destroyed by any cause and such damage or destruction be of such a nature that it may be repaired or restored within a period of one hundred twenty (120) days after the occurrence, then this Lease shall not terminate, but it shall be the obligation of Landlord to repair or restore the Premises as nearly as possible to its condition prior to such damage or destruction, and the Landlord shall proceed promptly to make such repairs or restoration; provided, however, that such repairs or restoration can be made by Landlord for an amount not in excess of the amount recovered or the amount self-insured for by Landlord on the fire, extended coverage and all risk insurance. There shall be an equitable abatement of rent during the period that the Premises may be wholly or partially unavailable for use by Tenant for the operation of its business.

Should the damage or destruction be of a character that will not permit repair or restoration of the Premises within the one hundred twenty (120) days after the occurrence thereof, or if the cost of such repair or restoration exceeds Landlord’s insurance recovery, either Landlord or Tenant shall have the privilege of canceling the unexpired Term of this

Lease upon giving written notice to the other within forty-five (45) days after such destruction. If such notice is given, termination shall be effective on the date of the casualty.

(20) INSURANCE:

(a)Landlord shall keep the Building insured against loss by fire or other casualty . with both extended coverage and all risk coverage in an amount determined by the Landlord. In the event that the Landlord’s cost of premiums on such insurance increases solely due to the hazardous nature of the use and occupancy by Tenant of the Premises, then the entire increase in such insurance cost shall be paid by Tenant in a lump sum upon receipt of invoice from Landlord.

(b)Landlord shall maintain public liability insurance for the common areas and the exterior of the Building, as well as the sidewalks and the parking lot on the Developed Parcel.

(c)Tenant shall, at all times during the Term, at its own expense, carry and keep in full force and effect in companies reasonably satisfactory to Landlord, public liability insurance in form satisfactory to Landlord, with limits of (a) at least ONE MILLION DOLLARS ($1,000,000.00) for bodily injury, including death, and property damage, and (b) at least TWO MILLION DOLLARS ($2,000,000.00) aggregate. Tenant shall also carry Worker’s Compensation insurance for all of Tenant’s employees working in the Premises, in an amount sufficient to comply with applicable laws or regulations.

(d)All property in the Premises, in the Building or on the Developed Parcel, belonging to Tenant, its agents, employees, or invitees or to any other person, shall be there at the risk of Tenant or such other person only, and unless caused by the negligence or intentional misconduct of Landlord, its agents, employees or contractors, Landlord shall not be liable for damage thereto or theft, misappropriation or loss thereof. In furtherance of this provision, Tenant shall, during the entire Term, keep in full force and effect insurance upon all property situated in the Premises owned by Tenant or for which Tenant is legally liable and also upon fixtures and improvements installed in the Premises by or on behalf of Tenant. Such policies shall be for an amount of not less than one hundred percent (100%) of the full replacement cost with protection against (at a minimum) fire or other casualty, with both extended coverage and all risk coverage.

(e) All public liability insurance policies maintained by Tenant shall name the Landlord Parties (as hereinafter defined) as additional parties insured, and shall contain a provision that the same may not be canceled or materially changed without giving to the Landlord at least thirty (30) days written notice prior to expiration or cancellation of any such policy. For purposes of this Section, “Landlord Parties” shall mean Landlord, any lender whose loan is secured by a lien against the Building or the Developed Parcel, any manager of the Building or

Developed Parcel and the respective affiliates, subsidiaries, successors, assigns, heirs, officers, directors, shareholders, partners, members, employees, agents and contractors of said Landlord, lender and Building/Developed Parcel Manager. Tenant shall furnish to Landlord a certified certificate of insurance for each insurance policy. Furthermore, renewals of such insurance policies shall be presented to Landlord at least thirty (30) days before the expiration of such insurance coverages.

(f)Landlord and Tenant, for themselves and their respective insurers, agree to and do hereby release each other of and from any and all claims, demands, actions and causes of action that each may have or claim to have against the other for loss or damage to the property of the other, both real and personal, caused by or resulting from casualties insured against, or, if there is no insurance, caused by or resulting from casualties customarily insurable under ordinary fire insurance policies with both extended and all risk coverage, notwithstanding that any such loss or damage may be due to or result from the negligence of either of the parties hereto or their respective employees or agents.

(g)Landlord, its agents and employees shall not be liable for losses or damages as a result of any injury to any person or damage to property (except for damage to the Building itself) sustained by Tenant, by Tenant’s agents or employees, by any occupant of the Premises, the Building or the Developed Parcel, or by any other person, occurring or resulting directly or indirectly from any existing or future condition, defect, matter, or thing in the Premises, in the Building or on the Developed Parcel or from equipment or appurtenance therein or from accident or from any occurrence, act, or from negligence or omission of any tenant, occupant or any other person; but nothing in this Subparagraph (g) shall be deemed to relieve Landlord from liability for damages for bodily injuries to any person caused by or resulting from the negligence or intentional misconduct of Landlord, its agents, employees or contractors.

(21) INDEMNIFICATION:

Unless caused by the negligence or intentional misconduct of Landlord, its employees, agents or contractors, Tenant shall indemnify and hold Landlord (and any mortgagee of Landlord) harmless from and against all claims, actions, lawsuits, damages, liabilities, expenses and costs (including reasonable attorneys’ fees) for any loss of life, bodily injury or property damage caused by or resulting from: 1) the use or occupancy of the Premises, the Building, or the Developed Parcel by the Tenant, its officers, agents, employees, invitees, guests, assignees or subtenants; 2) any occurrence within the Premises; 3) a breach of this Lease by the Tenant; or 4) any negligent act or omission or misconduct caused wholly or in part by the Tenant, its officers, agents, employees, invitees, guests, assignees or subtenants. Nothing in this Paragraph shall require Tenant to indemnify Landlord for damage to the Building, to the extent released in Paragraph (20)(f) of this Lease.

Landlord shall indemnify and hold Tenant (and any mortgagee of Tenant) harmless from and against all claims, actions, lawsuits, damages, liabilities, expenses and costs (including reasonable attorneys’ fees) for any loss of life, bodily injury or property damage caused by or resulting from any negligent act or omission or misconduct caused wholly or in part by the Landlord, its officers, agents, employees, invitees, guests, or assignees, in the Premises, the office Building or the Developed Parcel. Nothing in this Paragraph shall require Landlord to indemnify Tenant for damage to the Building, the Premises or its contents, to the extent released in Paragraph (20)(f) of this Lease.

(22)BROKER’S COMMISSION:

Landlord shall pay a real estate commission for services rendered in procuring Tenant as a prospect for the Premises per the terms of a separate agreement. Landlord and Tenant agree that no broker or finder has been involved in the transaction described in this Lease other than Red Hawk Properties, Inc., who has acted as Tenant’s leasing agent and whose fees and commissions shall be paid by Landlord. Further, Landlord and Tenant agree that in the event any broker, salesman or other person that is not otherwise covered by this Lease makes any claim for any commission or fee based upon items or interests contemplated by this Lease that is not otherwise covered by this Lease the party through whom said broker, salesman or other person makes it claims shall indemnify and hold harmless the other party from said claim and all liabilities, costs and expenses relating thereto, including reasonable attorney’s fees, which may be incurred by such other party in connection with such claims.

(23)SUBORDINATION AND ATTORNMENT:

(a)The Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the Developed Parcel and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. If any mortgagee shall elect to have this Lease prior to the lien of its mortgage, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, whether this Lease is dated prior or subsequent to the date of said mortgage, or the date of recording thereof. With respect to security devices entered into by Landlord after the execution of this Lease, Tenant’s subordination of this Lease shall be subject to receiving assurance (“non-disturbance agreement”) from the Lender that Tenant’s possession and this Lease, including any options to extend the term hereof, will not be disturbed so long as Tenant is not in default hereof and attorns to the lender and/or record owner of the Premises. Landlord agrees to use commercially reasonable effort to obtain such non-disturbance agreement from the Lender on Lender’s standard form, which commercially reasonable efforts shall in no event require the expenditure of any costs by Landlord, including attorney’s fees.

(b)Although the provisions of Paragraph (23)(a) shall be self operative, Tenant agrees, upon reasonably request of Landlord or Landlord’s lender, to execute any

documents required to effectuate any attornment, a subordination or to make this Lease prior to the lien of any mortgage. Tenant’s failure to execute such documents within 10 days after written demand shall constitute a material default by Tenant hereunder.

(c) If by reason of a default under the mortgage upon the Developed Parcel, the interest of Landlord in the Developed Parcel is terminated, the Tenant will attorn to the holder of such mortgage (or to any person or entity to which the Developed Parcel is conveyed by such holder) and will recognize such holder, person or entity as Tenant’s landlord under this Lease. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of Landlord or of the Landlord’s lender any instrument which may be necessary or appropriate to evidence such attornment. Tenant further waives the provision of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the Premises in the event any proceeding is brought by Landlord’s lender to terminate the interest of the Landlord in the Developed Parcel, and agrees that this Lease shall not be affected in any way whatsoever by any such proceeding.

(24) ASSIGNMENT AND SUBLETTING:

Tenant shall not assign, mortgage or encumber this Lease nor sublet or permit the Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining the consent of the Landlord to any further assignment or subletting. The consent by Landlord will not be given unless: a) the subtenant or assignee assumes the Tenant’s obligations under this Lease; and b) unless otherwise agreed, Tenant remains liable for all its obligations under this Lease, including extensions or renewals provided for herein. Nor will consent be given if Tenant is in default under this Lease. Tenant shall notify Landlord of the name of each proposed assignee or subtenant and shall provide information to Landlord pursuant to the fmancial standing of the proposed assignee or subtenant.

In no event shall a proposed subtenant or assignee be an existing tenant, subtenant or assignee of the Building or any other building located on the Developed Parcel. In no event shall the proposed subtenant or assignee be a person or entity with whom Landlord or its agent is negotiating and to or from whom Landlord, or its agent, has given or received any written or oral proposal within the past one hundred twenty (120) days regarding a lease of space in the Building or any other building located on the Developed Parcel.

Landlord reserves the right to require as additional rent, fifty percent (50%) of any subtenant or assignee rent which is in excess of the base rent and additional rent then being paid by Tenant pursuant to this Lease, and any other profit or gain realized by

Tenant from such assignment or subletting. All sums payable hereunder by Tenant shall be paid as additional rent upon receipt by Tenant or upon request by Landlord.

Tenant agrees to pay and reimburse Landlord for any actual and reasonable administrative costs and expenses, including attorneys’ fees, incurred by Landlord in the review and approval and/or in the granting of any consent to any assignment or subletting of any part or all of the Premises by Tenant not to exceed Two Thousand Dollars ($2,000.00).

Notwithstanding anything contained herein to the contrary, Tenant may assign its entire interest under this Lease or sublet the Premises to any entity controlling or controlled by or under common control with Tenant or to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as “Permitted Transfer”) without the consent of Landlord, provided: (1) Tenant is not in default under this Lease; (2) if such proposed transferee is a successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or, if such proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or, if such proposed transferee is a successor to Tenant by merger, consolidation or reorganization, the continuing or surviving corporation shall own all or substantially all of the assets of Tenant; (3) such proposed transferee operates the business in the Premises for the Permitted Use and no other purpose; and (4) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization.

Notwithstanding anything to the contrary contained in this Lease, unless otherwise expressly provided below, Landlord shall have the option to exclude from the Premises covered by this Lease (“recapture”), the space proposed to be sublet or subject to an assignment, effective as of the proposed commencement date of such sublease or assignment provided, however, if Landlord elects to recapture as to such portion of the Premises, Tenant shall have the right within fifteen (15) days after notice of Landlord’s exercise of its right to terminate to withdraw Tenant’s request for such consent and remain in possession of the Premises under the terms and conditions hereof. If Landlord elects to recapture, Tenant shall surrender possession of the space proposed to be subleased or subject to the assignment to Landlord on the effective date of recapture of such space from the Premises, such date being the termination date for such space. Effective as of the date of recapture of any portion of the Premises pursuant to this section, the Monthly Base Rent, rentable square footage of the Premises and the Tenant’s Proportionate Share shall be adjusted accordingly. Landlord’s recapture right hereunder for space proposed to be sublet shall be expressly limited to subleases of 1,000 rentable square feet or more of the total Premises. It is expressly acknowledged and agreed to by the parties hereto that Landlord’s recapture rights hereunder for space subject to an assignment shall be unlimited and shall apply to any assignment hereunder, except for a Permitted Transfer.

(25) EMINENT DOMAIN:

Tenant agrees that if the Premises, or any part thereof, shall be taken or condemned for public or quasi-public use or purpose by any competent authority, Tenant shall have no claim against Landlord and shall not have any claim or right to any portion of the amount that may be awarded as damages or paid as a result of any such condemnation, whether such amount be awarded for diminution in value to the leasehold or to the fee. Except as otherwise provided below relative to separate claims of Tenant, it is agreed that the full amount of such award, if any, made by the taking authorities shall be paid to and retained by Landlord, free of any claim by Tenant to any portion thereof, and all rights of Tenant to damages therefor, if any, are hereby assigned by Tenant to Landlord; provided, however, that any compensation awarded Tenant for Tenant’s personal property and moving costs, shall be and remain the property of Tenant. In the event that all or substantially all of the Premises shall be taken or condemned by any governmental authority, then the Term shall cease and terminate from the date on which the Tenant is required, by such taking authority, to surrender possession of said Premises and the Tenant shall not have nor make any claim against Landlord for the value of any unexpired Term. In the event that a portion of the Premises shall be taken or condemned by any governmental authority, then this Lease shall continue in full force and effect, and Rent shall abate in an amount which bears the same ratio to the Annual Base Rent as the value of the floor space taken bears to the value of the total floor space of the Premises. All rentals and other sums payable by Tenant hereunder shall be adjusted to the date on which Tenant is required, by the taking authority, to surrender possession of the Premises or portion of the Premises so taken. Nothing contained herein shall prevent Tenant from seeking a separate award, at Tenant’s own costs and expense, from the condemning authority for moving expenses and business interruption costs or the taking of Tenant’s fixtures or other personal property in the Premises owned by Tenant provided Tenant’s claim does not interfere with or reduce Landlord’s award.

(26) ESTOPPEL CERTIFICATE/LANDLORD’S WAIVER AND CONSENT:

(a)Tenant shall at any time upon not less than fifteen (15) days’ prior written notice from Landlord execute, acknowledge and deliver to Landlord a statement in writing: (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified, is in full force and effect) and the date to which rent and other charges are paid in advance, if any, and (ii) acknowledging that there are no uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed. Such statement shall be in a form as Landlord, purchaser or mortgagee shall reasonably require. Any such statement may be conclusively relied upon by any prospective purchaser or mortgagee of the Premises.

(b)Tenant’s failure to deliver such statement within such time shall be a material default under this Lease or, at Landlord’s option, Tenant’s failure to furnish such statement shall be conclusive upon Tenant: (i) that this Lease is in full force and effect, without modification except as may be represented by Landlord; (ii) that there are no uncured defaults in Landlord’s performance nor does Tenant have any existing defenses or offsets, claims or counterclaims against the enforcement of

the Lease by Landlord; (iii) that not more than one month’s rent has been paid in advance; (iv) that Tenant has no claim against Landlord for any security or other deposits; (v) that Tenant has made no agreement with Landlord nor any agent, representative or employee of Landlord concerning free rent, partial rent, rebate of rental payments or any other type of rental or other concession, except as expressly set forth in the Lease; and (vi) that all improvements to be constructed by Landlord, if any, have been completed and accepted by Tenant and any tenant construction allowances have been paid in full by Landlord.

(c) On or prior to Tenant taking possession of the Premises, Landlord shall execute the Landlord’s Waiver and Consent in favor of Tenant’s lender, Merrill Lynch Capital, in the substantially same form as shown on Exhibit I.

(27) DEFAULT: REMEDIES UPON DEFAULT:

(a)Each of the following shall be a Default hereunder: (1) the failure of Tenant to pay when due any installment of Monthly Base Rent, Additional Rent or any other charge hereunder within five (5) days after written notice from Landlord advising of such default; (2) the failure of Tenant to timely or fully perform or observe any other provision of this Lease and the continuation of such failure for thirty (30) days after Landlord gives Tenant written notice thereof (provided, however, Tenant shall have no such grace period with respect to any subordination or estoppel agreement required pursuant to the provisions of Section 23 and Section 26 hereof or for any items listed in clauses (3) through (7) herein); (3) the breach by Tenant of any material representation or warranty in this Lease; (4) the filing by or against Tenant or any guarantor hereof of any petition in bankruptcy; (5) the filing of any voluntary or involuntary proceeding instituted to declare Tenant or any guarantor hereof insolvent or unable to pay its debts as they mature; (6) the making by Tenant or any guarantor hereof of an assignment for the benefit of its creditors; or (7) the appointment of a trustee or receiver for Tenant or any guarantor hereof or for the major part of Tenant’s or guarantor’s property.

(b)Upon and after a Default, Landlord shall have the following remedies in addition to all other remedies allowed at law or in equity or elsewhere in this Lease, all of which shall be cumulative and not in the alternative and any or all of which may be exercised successively or concurrently and at such time or times as Landlord elects, except as provided to the contrary below:

(i) Without further notice except as required by applicable laws, Landlord shall have the right to terminate this Lease or to terminate Tenant’s right to possession of the Premises without terminating this Lease, but in either event Tenant shall surrender possession of and vacate the Premises on or before the date specified in Landlord’s notice to Tenant of either such termination and Landlord shall have the further right to enter the Premises with or without process of law, retake possession of the

Premises and expel or remove Tenant (or anyone occupying the Premises) and its effects therefrom without being liable or subject to prosecution or any claim for damages therefor. Should Landlord reenter or take possession pursuant to legal proceedings or any notice provided for by applicable law, Landlord may, from time to time, without terminating this Lease, relet the Premises or any part, either alone or in conjunction with other portions of the Building, in Landlord’s or Tenant’s name but for the account of Tenant, for such periods (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and on such conditions and upon such other terms (which may include commercially reasonable concessions of free rent and commercially reasonable alterations and repairs of the Premises) as Landlord, in its reasonable discretion, determines and Landlord may collect the rents therefor. Subject to applicable law, Landlord is not in any way responsible or liable for failure to relet the Premises, or any part thereof, or for any failure to collect any rent due upon such reletting. If there is other unleased space in the Building, Landlord may lease such other space without prejudice to its remedies against Tenant. No such reentry, repossession or notice from Landlord, or any other acts or omissions of Landlord, including maintenance, preservation, efforts to relet the Premises, or appointment of a receiver, shall be construed as an election by Landlord to terminate this Lease unless specific notice of such intention is given Tenant. Landlord reserves the right following any reentry and/or reletting to exercise its right to terminate this Lease by giving Tenant written notice, in which event this Lease will terminate as specified in the notice. If Landlord takes possession of the Premises without terminating this Lease, Tenant shall pay Landlord (i) the rent which would be payable if repossession had not occurred, less (ii) the net proceeds, if any, of any reletting of the Premises after deducting all of Landlord’s actual expenses incurred in connection with such reletting, including all repossession costs, brokerage commissions, attorneys’ fees, expenses of employees, alteration, and repair costs (collectively “Reletting Expenses”). If, in connection with any reletting, the new lease term extends beyond the Term or the premises covered thereby include other premises not part of the Premises, a fair apportionment of the rent received from such reletting and the Reletting Expenses, will be made in determining the net proceeds received from the reletting. In determining such net proceeds, rent concessions will also be apportioned over the term of the new lease. Tenant shall pay such amounts to Landlord monthly on the days on which the rent would have been payable if possession had not been retaken, and Landlord is entitled to receive the same from Tenant on each such day. In the alternative, if Landlord elects hereunder to terminate Tenant’s right to possession of the Premises without terminating this Lease, Landlord shall have the right to recover from Tenant within ten (10) days after Landlord’s demand a sum equal to the entire amount of the Annual Base Rent, Additional Rent and other charges hereunder for the

remainder of the Term. If, due to escalation mechanisms in this Lease or other factors, the balance of the Annual Base Rent, Additional Rent and other charges due for the remainder of the Lease term cannot be precisely determined as of the date of such termination, Tenant shall pay the amount Landlord reasonably estimates would result from such escalation mechanisms and other factors. Upon the expiration of the Term or at such earlier time as may be practicable, Landlord shall determine the actual Annual Base Rent, Additional Rent and other charges hereunder and Landlord or Tenant shall pay to the other the resulting excess or deficiency, as the case may be. If this Lease terminates pursuant to this Section, Tenant remains liable to Landlord for damages in an amount equal to the present value of this Lease for the then balance of the Term. The present value shall be determined by discounting all future excess rent amounts at a rate of eight percent (8%) per annum. Landlord may collect such damages from Tenant monthly on the days on which the rent would have been payable if this Lease had not terminated and Landlord shall be entitled to receive the same from Tenant on each such day. Alternatively, if this Lease is terminated, Landlord at its option may recover forthwith against Tenant as damages for loss of the bargain and not as a penalty an amount equal to the worth at the time of termination of the excess, if any, of the rent reserved in this Lease for the balance of the Term over the then Reasonable Rental Value of the Premises for the same period plus all Reletting Expenses. “Reasonable Rental Value” is the amount of rent Landlord can obtain for the remaining balance of the Term.

(ii)Landlord shall have the right but not the duty to perform any of Tenant’s obligations hereunder which Tenant has not timely and fully performed and to charge to Tenant the cost of such performance, together with a service charge of ten percent (10%) of such cost, to compensate Landlord for administrative and other services associated with such performance.

(iii)Landlord shall have the right to suspend or discontinue the provision of services to the Premises and the performance of any other obligation of Landlord hereunder.

(iv)If Landlord is not permitted to terminate this Lease as provided above because of the provisions of Title 11 of the United States Code relating to bankruptcy, then Landlord shall have the right to require Tenant as a debtor in possession or any trustee for Tenant, within no more than fifteen (15) days upon request by Landlord to the Bankruptcy Court, to assume or reject this Lease and Tenant on behalf of itself, and any trustee, agrees not to seek or request any extension or adjournment of any application by Landlord to assume or reject this Lease. In such event, Tenant or any trustee for Tenant may only assume this Lease if (A) it cures or provides adequate assurance that the Tenant will promptly cure

any default hereunder, (B) compensates or provides adequate assurance that Tenant will promptly compensate Landlord for any actual pecuniary loss of Landlord resulting from Tenant’s defaults hereunder, and (C) provides adequate assurance of performance during the full Term of all of the Tenant’s obligations under this Lease. In no event after the assumption of this Lease shall any then-existing default remain uncured for a period in excess of the earlier of ten (10) days or the time period set forth herein.

(v)Landlord shall have the right to recover from Tenant, if Landlord relets or attempts to relet the Premises, all actual costs and expenses incurred in connection with such reletting, including without limitation broker’s commissions, advertising costs, reasonable legal fees for lease preparation and negotiations and the cost of alterations or improvements to the Leased Premises.

(c)Any property which may be reasonably removed from the Premises by the Landlord pursuant to the authority of the Lease or of law to which the Tenant is or may be entitled may be handled, removed, or stored in a commercial warehouse or otherwise by the Landlord at the risk, cost, and expense of the Tenant. Landlord shall in no event be responsible for the value, preservation, or safekeeping thereof. The Tenant shall pay to the Landlord, upon demand, all expenses incurred in such removal and all storage charges against such property. Any such property of Tenant not removed from the Premises or retaken from storage by Tenant within thirty (30) days after the end of the term of this Lease, however terminated, shall be conclusively deemed to have been abandoned by Tenant.

(d)If Tenant violates any of the terms and provisions of this Lease or defaults in any of its obligations hereunder other than the payment of rent or other sums payable hereunder, such violation may be restrained or such obligation enforced by injunction.

(e)Any costs and expenses incurred by Landlord (including, without limitation, reasonable attorney’s fees) in enforcing any of its rights or remedies under this Lease shall be deemed to be Additional Rental and shall be repaid to Landlord by Tenant within thirty (30) days of written demand.

(f)Acceptance of partial Rent payment shall not constitute a waiver of any of Landlord’s rights available under this Lease or at law or equity, including, without limitation, the right to recover possession of the Premises.

(g)In the event of a Default by Landlord, beyond all applicable notice and cure periods, or if no notice and cure period is otherwise expressly provided in this Lease, the failure of Landlord to commence such cure within thirty (30) days after written notice from Tenant specifying such failure and thereafter diligently

prosecuting the same to completion no later than ninety (90) days after Tenant’s written notice therefor, then Tenant may, as its sole and exclusive remedy, recover damages arising as a result of such default. In no event shall Landlord be liable for consequential damages incurred by Tenant, including, but not limited to lost profits or interruption of business as a result of any alleged default by Landlord hereunder.

(28)HOLDING OVER:

Tenant shall pay Landlord for each month, or part thereof, that Tenant retains possession of the Premises or any part thereof after termination or expiration of the Term of this Lease 125% of the then current Monthly Base Rent during the first holdover month and 150% of the then current Monthly Base Rent thereafter. Tenant hereby agrees that if it fails to surrender the Premises within ninety (90) days from the end of the Term, or any renewal thereof, Tenant will be liable to Landlord for any and all actual damages which Landlord shall suffer by reason thereof, and Tenant will indemnify and hold Landlord harmless against and from all claims and demands made by any succeeding tenant against Landlord, founded upon delay by Landlord in delivering possession of the Premises.

This Lease shall terminate at the end of the Term without the necessity of any notice from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate or quit the Premises and agrees that Landlord shall be entitled to the benefit of all provisions of law respecting the summary recovery of possession of the Premises from a tenant holding over to the same extent as if statutory notice has been given. If Tenant holds over upon the expiration of the Lease with Landlord’s consent, but without any written agreement, such holding over shall be deemed a month-to-month tenancy at the rate provided above in this Section 28.

(29)REDELIVERY OF PREMISES:

Without limiting the provisions of Section 13 hereof, Tenant shall, on the expiration of this Lease, deliver up the Premises in as good order and condition as it now is or may be put by Landlord, reasonable use and ordinary wear and tear thereof and damage by fire or other unavoidable casualty, condemnation or appropriation excepted. Upon expiration of this Lease, Tenant shall promptly surrender all keys to the Premises to Landlord.

(30)CUMULATIVE REMEDIES:

No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

(31)INTEREST ON PAST DUE OBLIGATIONS:

Any amount owed by Tenant to Landlord which is not paid when due shall bear interest at the rate of twelve percent (12%) per annum from the due date of such amount. However, interest shall not be payable on late charges to be paid by Tenant under this

Lease. The payment of interest on such amounts shall not excuse or cure any default by Tenant under this Lease. If the interest rate specified in this Lease is higher than the rate permitted by law, the interest rate is hereby decreased to the maximum legal interest rate permitted by law.

(32)ATTORNEYS’ FEES:

In the event any sums payable to Landlord or Tenant hereunder are collected at law or through any attorney at law, either Landlord or Tenant shall pay all attorneys’ fees and expenses and related litigation costs which the other party incurs in enforcing any obligation of the Lease.

Tenant further agrees to pay and reimburse Landlord for all reasonable costs and expenses (including, without limitation, any costs and expenses incurred by Landlord for third party providers) in connection with any consent, review and/or approval requested by Tenant including, without limitation, any assignments, subleases, name changes, tenant financing and lease subordination, or other related consents requested by Tenant in an amount not to exceed Two Thousand Dollars ($2,000.00).

(33)NOTICES:

All notices required or permitted to be given to Tenant under this Lease shall be given to it at 188 Inverness Drive West, Suite 650, Englewood, CO 80112 with a simultaneous copies to:

OnCURE Medical Corp., 610 Newport Center Drive, 350, Newport Beach, CA 92660, Attention: General Counsel, Facsimile: (949) 721-6134, and Franke Greenhouse List & Lippitt LLP, Granite Building, Second Floor, 1228 15th Street, Denver, Colorado 80202, Attn: Thomas M. List, Esq. Any such notice to Landlord under this Lease shall be given to it at 1125 17th Street, Suite 2300, Denver, CO 80202, Facsimile 303 339-9801, Attn.: Property Management. All notices shall be in writing and sent by certified mail, postage prepaid or hand delivered by recognized carrier or via facsimile.

Notice so mailed shall be effective upon the third day after its deposit into the mails, or if by personal delivery upon receipt, or if by fax upon written confirmation of delivery. Notice given in any other manner shall be effective under this Paragraph (33) only if and when received by the addressee.

(34) LANDLORD’S LIABILITY:

(a)  The term “Landlord” as used herein shall mean only the owner or owners at the time in question of the fee title. In the event of any transfer of such title, Landlord herein named (and in case of any subsequent transfers, then the grantor) shall be relieved from and after the date of such transfer of all liability as respects Landlord’s obligations thereafter to be performed, provided that any funds in the hands of Landlord or the then grantor at the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee. The obligations contained in this

Lease to be performed by Landlord shall, subject as aforesaid, be binding on Landlord’s successors and assigns, only during their respective periods of ownership. Tenant shall attorn to any such purchaser, grantee, assignee or transferee.

(b)  Tenant shall look solely to the estate and property of Landlord in the Developed Parcel including the rents and profits derived therefrom for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms and provisions of this Lease to be kept, observed, and performed by Landlord, subject, however, to the prior rights of any mortgagee of all or any part of the property; no other assets of Landlord shall be subject to levy, execution or other judicial process for the satisfaction of Tenant’s claim. Nothing in this Lease shall be construed in any event whatsoever to impose any personal liability upon the trustees, officers or the shareholders of the Landlord, or of the general or limited partners comprising the Landlord, as Landlord herein or otherwise.

(35)INCORPORATION OF PRIOR AGREEMENTS: AMENDMENTS:

This Lease including any exhibits, schedules or attachments, hereto, contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Tenant hereby acknowledges that neither any cooperating broker on this transaction nor the Landlord or any employees or agents of any of said persons has made any oral or written warranties or representations to Tenant relative to the condition or use by Tenant of said Premises, the Building or the Developed Parcel.

(36)WAIVERS:

(a)No waiver by Landlord of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Tenant of the same or any other provision. Landlord’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord’s consent to or approval of any subsequent act by Tenant.

(b)The acceptance of rent hereunder by Landlord shall not be a waiver of any preceding breach by Tenant of any provision hereof, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such rent.

(37)SEVERABILITY:

If any provision of this Lease (or portion thereof) shall at any time be deemed to be invalid, illegal or unenforceable by any court of competent jurisdiction, this Lease shall

not be invalidated thereby. Any such provision shall be construed to be valid, legal and enforceable to the fullest extent permitted by law and this Lease shall be read and construed as if such invalid, illegal or unenforceable provision had not been contained herein.

(38)RECORDING:

This Lease shall not be placed of record; however, either Landlord or Tenant shall, upon request of the other, execute, acknowledge and deliver to the other a “short form” memorandum of this Lease for recording purposes.

(39)BINDING EFFECT:

Subject to any provisions hereof restricting assignment or subletting by Tenant, this Lease shall be binding upon and inure to the benefit of the parties, their heirs, personal representatives, successors and assigns.

(40)AUTHORITY:

If Tenant is a corporation, trust, general or limited partnership, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said entity and shall, at the execution of this Lease, deliver to Landlord evidence of such authority satisfactory to Landlord.

(41)CONFLICT:

Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provision.

(42)GOVERNING LAW; FORUM:

This Lease is made under and is to be governed by the laws of the State of Colorado. Any action arising out of this Lease shall be brought only in a court of competent jurisdiction in Arapahoe County, Colorado.

(43)JOINT AND SEVERAL OBLIGATIONS:

In case two (2) or more persons or entities shall constitute the Tenant hereunder, the covenants, obligations, and agreements herein made binding upon the Tenant, shall be the joint and several obligations of such persons or entities, and in the event of the death or dissolution of any one or more of them, the survivors or survivor shall succeed to all Tenant’s right, title and interest hereunder.

(44) GUARANTORS.

Intentionally left blank.

(45)MECHANICS’ LIEN:

In the event Tenant performs any alterations in accordance with Paragraph 14 of this Lease, Tenant will not cause or permit to stand, through any action taken by it, any mechanics’, laborer’s, materialman’s or other lien against the Premises or the Building or improvement thereon in connection with work of any character performed or material furnished to the Premises. Nothing in this Lease may be construed as creating an agency relationship between Landlord and Tenant for purposes of performing alterations, improvements, or repairs. If Tenant in good faith desires to contest the validity or amount of any such lien Landlord agrees to cooperate in the institution, defense and maintenance of any such action or proceeding, provided that Tenant will indemnify and hold Landlord harmless for and from any and all expenses, costs and liabilities in connection with any such contest. Any such action or proceeding may be instituted and maintained by Tenant only if and so long as the enforcement of any such lien, by sale or otherwise, will be stayed by reason of such action or proceeding or by bond filed or a monetary deposit paid into court as a part of such action or proceeding. Promptly after the determination of any such contest adverse to the Tenant and prior to the enforcement of any such lien, Tenant will pay and discharge the amount of any such lien, together with any related interest, costs and penalties.

(46)FINANCIAL STATEMENT:

Tenant will provide to Landlord no more often than one time in any calendar year upon twenty (20) business days written request Tenant’s latest financial statements (quarterly or annual). Landlord shall be obligated to sign a non-disclosure agreement prior to its review of Tenant’s financial statements and may only share such statements with its mortgagee, prospective mortgagees, purchasers and partners, and attorneys, accountants, and other advisors of Landlord and each of the foregoing to the extent such parties have a need to know such information.

(47)JOINT VENTURE:

This Lease may not be deemed or construed to create or establish any relationship of partnership, agency, or joint venture (or any other similar relationship or arrangement) between Landlord and Tenant.

(48)HAZARDOUS SUBSTANCES:

For the purposes of this Lease, the term “Hazardous Substance” shall be interpreted broadly to mean (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) radioactive materials, (v) radon gas or (vi) any chemical, material or substance defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste” or “toxic substances” or words of similar impact under any applicable laws, including but not

limited to, the Federal Water Pollution Act, as amended, 33 U.S.C. ‘1251 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. ‘6901 et sea., the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. ‘ 9601 et sea., the Hazardous Materials Transportation Act, as amended, 49 U.S.C. ‘ 5101 et sea., or any other federal or state laws, in any amount which: (a) exceeds the “action level”, “maximum allowable level”, or any similar base level amount which is determined by any governmental or quasi-governmental authority or health advisory board (or any similar body) to be the maximum allowable or recommended concentration for the Hazardous Material in question; (b) results in any investigative or remedial order or activity by any governmental or quasi-governmental authority; (c) would constitute a health hazard to occupants of the Property; or (d) would result in any material disruption or interference with Tenant’s use of the Premises.

Tenant warrants and represents that it shall not use, store, treat, accumulate or transport Hazardous Substances at, on, to or from the Premises during the Term except in the ordinary conduct of its business and in a manner that complies with all federal, state, and local laws, regulations, and ordinances. Tenant additionally warrants and represents that Tenant’s occupancy of the Premises and its activities thereon shall not cause or result in any release, leak, discharge, spill, disposal, or emission of Hazardous Substances at, in, on, from or under the Premises during or following the Term.

Unless caused by the negligence or intentional misconduct of Landlord, its employees, agents or contractors, Tenant agrees to indemnify and hold Landlord harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities, or losses (including, without limitation reasonable sums paid for settlement of claims, attorneys fees, consultant and expert fees) arising during or after the Term from or in connection with the presence or release of any Hazardous Substances in, on, under or from the Premises during or after the Term where the presence of such Hazardous Substances is caused by or arises from Tenant’s occupancy of the Premises or otherwise from Tenant’s activities. Without limitation of the foregoing, this indemnification shall include reasonable costs incurred due to any investigation of the Premises or any containment, mitigation, clean-up, removal or restoration mandated by a federal, state or local agency or political subdivision with respect to any such Hazardous Substance present on or released from the Premises during the Term. The provisions of this paragraph shall survive the expiration or termination of this Lease.

Landlord warrants and represents that, to the best of its knowledge, any use, storage, treatment, accumulation, or transportation of Hazardous Substances which has occurred in or on the Developed Parcel prior to the date hereof has been in compliance with the applicable federal, state, or local laws, regulations, and ordinances. Landlord additionally warrants and represents that, to the best of its knowledge, no release, leak, discharge, spill, disposal, or emission of Hazardous Substances has occurred in, or under the Developed Parcel prior to the date hereof.

Landlord agrees to indemnify and hold the Tenant harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities, or losses (including without

limitation reasonable sums paid for settlement of claims, attorneys’ fees, consultant and expert fees) arising during or after the Term from or in connection with the presence of any Hazardous Substance in or under the Premises prior to the Term or caused by any party other than Tenant, its employees, agents or contractors. Without limiting the foregoing, this indemnification shall include reasonable costs incurred due to any investigation of the Premises or any clean-up, removal or restoration mandated by a federal, state or local agency or political subdivision, with respect to any Hazardous Substance present on the Premises prior to the Term other than such as may be caused by or arise out of Tenant’s occupancy of the Premises or from Tenant’s activities. The provisions of this paragraph shall survive the expiration or termination of this Lease.

(49)         RIGHT OF FIRST REFUSAL:

Provided no Tenant Default under this Lease has occurred, or is continuing, at the time Tenant exercises its First Refusal Right (as defined herein) or upon the commencement of the term for the ROFR Space (as defined herein), if during the first eighteen (18) months of the initial Term of this Lease, space on the sixth floor of the Building contiguous to the Premises and labeled as the ROFR Space on Exhibit A attached hereto consisting of 3,270 rentable square feet is available to lease (hereinafter the “ROFR Space”) prior to Landlord agreeing to lease the same space to any third party pursuant to a bona fide letter of intent acceptable to Landlord, Landlord shall offer to lease all and not a portion of such space to Tenant upon the same terms and conditions as proposed by such third party (the “First Refusal Right”). The rental rate for the ROFR Space shall be the same as that proposed by such third party. Tenant shall have a period of five (5) business days after receipt of Landlord’s notice in which to accept the Landlord’s offer. If Tenant does not exercise its rights with respect to the ROFR Space by accepting the terms in Landlord’s notice prior to the expiration of the foregoing time period, then Tenant’s First Refusal Right and Landlord’s obligations hereunder shall automatically terminate and Tenant shall have no further First Refusal Right hereunder, and Landlord may thereafter lease the ROFR Space to any third party. If Tenant elects to exercise its rights hereunder by timely accepting the terms in Landlord’s notice, Landlord and Tenant shall, within fifteen (15) calendar days after such election, execute and deliver an amendment to this Lease in a form mutually agreeable to the parties which shall specifically include comparable furniture at Landlord’s expense as is to be provided under the terms of this Lease, and as more fully described in the attached Exhibit H.

Tenant when exercising its First Refusal Right hereunder must accept all of the ROFR Space offered and may not elect to lease only a part thereof. It is expressly acknowledged and agreed to by the parties hereto that Tenant’s First Refusal Right hereunder shall automatically expire upon the expiration of the eighteenth (18th) month of the initial Lease Term, unless otherwise terminated in accordance with the terms of this Paragraph 49. The rights granted to Tenant hereunder are personal to Tenant and shall not be assignable without Landlord’s prior written consent, which Landlord may hold in its sole and absolute discretion.

(50)         RIGHT OF FIRST OFFER:

Provided no Tenant Default under this Lease has occurred, or is continuing, and subject to any pre-existing rights, if any, of any other tenant in the Building, including, without limitation, existing extension, expansion, option or modification rights, during the initial Term hereof and before Landlord offers to lease all of the space in the Building on the sixth floor (the “ROFO Space”), but specifically excluding the ROFR Space which shall be governed exclusively by Article 49 above (the “Right of First Offer”), Landlord shall notify Tenant in writing (“Landlord’s Notice”) of the availability of the ROFO Space, the square footage of the ROFO Space available and the rental rate therefor (“Rental Terms”). If within five (5) business days after Tenant’s receipt of Landlord’s written notice hereunder, Tenant notifies Landlord in writing of its intent to lease all of the ROFO Space offered in Landlord’s Notice, then Landlord and Tenant shall execute an amendment to this Lease, which such amendment shall include the Rental Terms and which shall specifically include comparable furniture at Landlord’s expense as is to be provided under the terms of this Lease, as more fully described in the attached Exhibit H, and be in a form mutually agreeable to the parties, for all of the ROFO Space within fifteen (15) calendar days after Landlord’s receipt of Tenant’s notice of intent to lease. If Tenant does not deliver its notice of intent to lease all of the ROFO Space so offered in Landlord’s Notice within such five (5) day period, or if Landlord and Tenant do not enter into a fully executed lease amendment for all of the ROFO Space offered in Landlord’s Notice within such fifteen (15) day period, then Tenant’s Right of First Offer to Lease and Landlord’s obligations hereunder shall terminate for a period of nine (9) months and Landlord will have the right to lease for a period of nine (9) months the space identified in the Landlord’s Notice to a third party on the same or any other terms and conditions, irrespective of whether such terms and conditions are more or less favorable than those offered to Tenant.

Except as otherwise expressly provided below, the term for the ROFO Space shall be coterminous with the term of this Lease. Notwithstanding the foregoing, if Tenant exercises its Right of First Offer hereunder during the last two (2) years of the initial Term of this Lease, then the term for the entire Premises (including the ROFO Space) shall be extended for a period of five (5) additional years following the expiration of the initial Term, and the rental rate shall be at the then fair market rental value, as reasonably determined by the parties in accordance with terms of Paragraph 51 herein.

The exercise by Tenant of its rights under this Paragraph shall not be construed in any way as granting Tenant the right to vacate the Premises or to terminate the Lease of the Premises unless agreed to by Landlord in its sole and absolute discretion. The rights granted to Tenant hereunder are personal to Tenant and shall not be assignable without Landlord’s prior written consent, which Landlord may hold in its sole and absolute discretion.

(51) RENEWAL OPTION:

Provided that no event of default or sublease has ever occurred under any term or provision contained in the Lease and no condition exists which with the passage of time

or the giving of notice or both would constitute an event of default either on the date Tenant exercises its Renewal Option (as defined herein) or upon the commencement of the Renewal Term (as defined herein), Tenant shall have the right and option (the “Renewal Option”) to renew the Lease for the entirety of the Premises for one (1) separate, additional five (5) year period (“Renewal Term”), by written notice (“Renewal Notice”) delivered to Landlord no later than nine (9) months prior to the expiration of the Term under the same terms, conditions and covenants contained in this Lease, except that (a) no abatements or other concessions, if any, applicable to the Term shall apply to the Renewal Term; (b) the monthly Basic Rent shall be equal to the Fair Net Effective Market Rate for comparable Class A office space being offered in the southeast Denver office submarket as of the end of the Term as determined by Landlord and Tenant as set forth hereafter (“Fair Net Effective Market Rate”); (c) Tenant shall have no Renewal Option beyond the expiration of Renewal Term; and (d) all leasehold improvements within the Premises shall be provided in their then existing condition (on an “as is” basis) at the time the Renewal Term commences. Failure by Tenant to provide the Renewal Notice within the time limits set forth herein shall constitute a waiver of such Renewal Option. In the event Tenant delivers its Renewal Notice as set forth above no later than nine (9) months prior to the expiration of the Term, Landlord and Tenant, upon written notice from Landlord, shall have a period of sixty (60) days in which to agree on the Fair Net Effective Market Rate. If they agree within that period, they shall immediately execute an amendment to the Lease stating the Monthly Base Rent for the applicable Renewal Term. If after negotiating in good faith Landlord and Tenant shall fail to agree upon such Fair Net Effective Market Rate within the sixty (60) day period, then each party shall, within ten (10) days designate by written notice to the other party one (1) licensed Colorado real estate broker with appropriate experience and of good reputation, having at least five (5) years’ experience in the southeast Denver office submarket (“Broker(s)”). The two Brokers so designated shall together determine whether Landlord’s determination of the Fair Net Effective Market Rate or Tenant’s determination of the Fair Net Effective Market Rate is closest to the Fair Net Effective Market Rate for the space in question. Landlord and Tenant shall each require the Brokers to make such determination and report it in writing to Landlord and Tenant within twenty (20) days after such selection, and each party shall use its best efforts to secure such determination within such time period. If the two selected Brokers agree as to which rate is closest, the rate agreed to shall be deemed the effective rental rate. If the two selected Brokers fail to agree pursuant to this procedure, they shall together immediately select a third Broker who shall then (within ten (10) days of the Brokers’ selection) determine which rate is closest to the Fair Net Effective Market Rate as determined by the third Broker. The third Broker shall notify Landlord and Tenant of the Broker’s determination and the rental rate selected shall be the effective rental rate. Each party will pay the fee of the Broker selected by it and one-half (‘/2) of the fee of the third Broker.

(52) ADDITIONAL EXHIBITS:

The following exhibits are attached hereto and incorporated into this Lease, in addition to previously identified Exhibits A, B, C, D, E, F, G, H and I.

(53)         FURNITURE:

The Premises currently contain, or shall contain furniture, fixtures and equipment (“FF&E”) which may be used by Tenant during the Term. Tenant has provided Landlord with a detailed space plan identifying the proposed location of each workstation, office or case goods item together with a list which details the FF&E proposed by Tenant to be used in the Premises (“Furniture Inventory List”). A copy of the Furniture Inventory List is attached hereto as Exhibit H and incorporated herein by reference. All of the furniture identified on the Furniture Inventory List shall remain the property of Landlord at the end of the Term.

(54)         STORAGE SPACE:

Landlord shall lease to Tenant, for the Storage Space Term (as defined below), space within the Building to be used and occupied by Tenant only as storage space for the FF&E identified in the Furniture Inventory List (“Storage Space”). The location of the Storage Space shall be determined in Landlord’s sole and absolute discretion provided that such space is sufficient in size to store the items listed in the Furniture Inventory List. The Storage Space shall be made available to Tenant in broom clean condition. Landlord has no obligation to make any improvement to the Storage Space and Tenant’s use of the Storage Space shall at all times be in compliance with the provisions of the Lease.

Tenant shall pay Landlord as rent for the Storage Space (the “Storage Space Rent”) for the first eighteen (18) months of the initial Term an amount equal $0.00 and for each month thereafter, an amount equal to $10.00 per square foot of the total Storage Space until the expiration of the Storage Space Term. The Storage Space Rent shall be payable as and when Monthly Base Rent is payable, commencing on the date that possession of the Storage Space is delivered to Tenant. Notwithstanding the foregoing, for purposes of calculating Tenant’s Proportionate Share, the Storage Space shall not be included in the rentable area of the Premises.

The term for the Storage Space shall commence upon the date that possession of the Storage Space is delivered to Tenant and shall expire upon the earlier of the date when: (i) Tenant elects to exercise its First Refusal Right for the ROFR Space in accordance with Paragraph 49 above, (ii) the term of the Lease has expired or is otherwise terminated in accordance with the terms of the Lease, and (iii) Tenant notifies Landlord in writing of its election to terminate its occupancy with respect to the Storage Space.

Landlord may from time to time upon thirty (30) days prior written notice to Tenant, relocate any or all of the Storage Space to other storage areas in the Building (“New Storage Space”) in which event the New Storage Space shall be deemed to be the Storage Space hereunder. Landlord shall pay the actual and reasonable expenses of physically moving Tenant’s property to the New Storage Space.

IN WITNESS WHEREOF, Landlord and Tenant have hereunto executed this Lease as of the day and year first above written.

LANDLORD
CORPOREX INVERNESS, LLC,
a Colorado limited liability company
By	Corporex Colorado, LLC,
	a Colorado limited liability company
	OnCURE MEDICAL CORP., a Delaware corporation
	NAME:	David S. Chernow
	Its: Chief Executive Officer

FIRST AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENLIWTT TO LEASE AGREEMENT (this “Amendment”) is entered into to be effective this 20th day of March, 2008 (the “Amendment Date”) by and between CORPOREX INVERNESS, LLC, a Colorado limited liability company (“Landlord”) and ONCURE MEDICAL CORP., a Delaware corporation (“Tenant”).

RECITALS

A.WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated November 29, 2007 (the “Lease”) for the use of Suite 650 situated in the office building located at 188 Inverness Drive West, Englewood, Colorado 80112 (the “Building”), as more particularly described in the Lease (the “Leased Premises”); and                                      

B.WHEREAS, the parties desire to amend the Lease upon and subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows:

1.Final Square Footage. The Final Square Footage (as defined in Section 1 of the Lease) shall hereinafter be 12,985 rentable square feet.

2.Proportionate Share of Operating Expenses. Tenant’s Proportionate Share (as defined in Section 8(a) of the Lease) shall hereinafter be 5.1976% (12,985 rentable square feet in the Leased Premises divided by 249,828 rentable square feet in the Building).

3.Base Rent.. The Exhibit “D” attached to the Lease is hereby deleted in its entirety and replaced with the new Exhibit “D” attached to this Amendment.

4.Full Force and Effect. The Lease, as modified herein, remains in full force and effect and is hereby ratified by Landlord and Tenant. In the event of any conflict between the Lease and this Amendment, the terms and conditions of this Amendment shall control.

5.Capitalized Terms. Capitalized terms not defined herein shall have the same meaning given such term in the Lease.

6.Successors and Assigns. The terms, covenants and conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto and their successors and assigns.

7.Entire Agreement. The Lease, as amended by this Amendment, contains the entire agreement of Landlord and Tenant with respect to the subject matter hereof, superseding all prior agreements, understandings, discussions and negotiations, oral or written, regarding the subject matter hereof, and may not be amended or modified except by an instrument executed in writing by Landlord and Tenant.

8.Modifications. The Lease and this Amendment may not be amended or modified unless such amendment or modification shall be in writing and signed by the parties hereto.

EXHIBIT “D”

ANNUAL BASE RENT

The Annual Base Rent for the initial Term of this Lease is as follows:

YEAR	ANNUAL BASE RENT	MONTHLY BASE RENT
Lease Year 1	$26.50/RSF ($ 344,102.50)	$	28,675.21
Lease Year 2	$27.50/RSF ($ 357,087.50)	$	29,757.29
Lease Year 3	$28.50/RSF ($ 370,072.50)	$	30,839.38
Lease Year 4	$29.50/RSF ($ 383,057.50)	$	31,921.46
Lease Year 5	$30.50/RSF ($’ 396,042.50)	$	33,003.54

Notwithstanding paragraph 7(a) of this Lease, the following periods are defined to be the Lease Years.

Lease Year 1	March 1, 2008 through February 28, 2009
Lease Year 2	March 1, 2009 through February 28, 2010
Lease Year 3	March 1, 2010 through February 28, 2011
Lease Year 4	March 1, 2011 through February 29, 2012
Lease Year 5	March 1, 2012 through February 28, 2013

Notwithstanding the Annual and Monthly Base Rents specified above, Tenant shall not be required to pay its Proportionate Share of Operating Expenses for the months of March, April and May, 2008. The foregoing abatement is conditioned upon Tenant’s not having committed a default under the Lease. In the event that Tenant defaults under this Lease (and such default is not cured within the applicable grace period provided for in this Lease), Tenant shall immediately pay to Landlord upon demand a sum equal to the total amount of rent abatement which has been used by Tenant as of the date of occurrence of such default; and all of the rent abatement which has not been used by Tenant as of the date of occurrence of such default shall thereby automatically terminate and become null and void, and Tenant shall thereafter pay all Rent when due under this Lease, without regard to the rental abatement provisions of this Lease.

EX-10.33

Exhibit 10.33

OFFICE SPACE LEASE

BETWEEN

THE IRVINE COMPANY LLC

AND

ONCURE MEDICAL CORP.

OFFICE SPACE LEASE

THIS LEASE is made as of the 27 day of November 2007, by and between THE IRVINE COMPANY LLC, hereafter called “Landlord,” and ONCURE MEDICAL CORP., a Delaware corporation, hereafter called “Tenant.”

ARTICLE I. BASIC LEASE PROVISIONS

Each reference In this Lease to the “Basic Lease Provisions” shall mean and refer to the following collective terms, the application of which shall be governed by the provisions in the remaining Articles of this Lease.

1.Tenant’s Trade Name: N/A

2.Premises: Suite No. 450 (the Premises are more particularly described In Section 2.1).

Address of Building: 18100 Von Karman Avenue, Irvine, California 92612

Project Description: Irvine Towers

3.Use of Premises: General office.

4.Commencement Date: December 21, 2007

5 Lease Term: Sixty (60) months, plus such additional days as may be required to cause this Lease to terminate on the final day of the calendar month.

6.Basic Rent Seventeen Thousand Five Hundred Sixty-Five Dollars ($17,565.00) per month.

Rental Adjustments:

Commencing twelve (12) months following the Commencement Date, the Basic Rent shall be Eighteen Thousand One Hundred Seventy-One Dollars ($18,171.00) per month.

Commencing twenty-four (24) months following the Commencement Date, the Basic Rent shall be Eighteen Thousand Seven Hundred Seventy-Seven Dollars ($18,777.00) per month.

Commencing thirty-six (36) months following the Commencement Date, the Basic Rent shall be Nineteen Thousand Three Hundred Eighty-Two Dollars ($19,382.00) per month.

Commencing forty-eight (48) months following the Commencement Date, the Basic Rent shall be Nineteen Thousand Nine Hundred Eighty-Eight Dollars ($19,988.00) per month.

7.Property Tax Base: The Property Taxes per rentable square foot incurred by Landlord and attributable to the twelve month period ending June 30, 2008 (the “Base Year”).

Building Cost Base: The Building Costs per rentable square foot incurred by Landlord and attributable to the Base Year.

Expense Recovery Period: Every twelve month period during the Term (or portion thereof during the first and last Lease years) ending June 30.

8.Floor Area of Premises: approximately 6,057 rentable square feet

9.Security Deposit: $55,523.00

10.Broker(s): Irvine Realty Company (“Landlord’s Broker”) and Colliers International/Irvine (“Tenant’s Broker”)

11.   Plan Approval Date: N/A

12.

Parking: Twenty-one (21) unreserved vehicle parking spaces.

13. Address for Payments and Notices:

LANDLORD	TENANT
	OnCure Medical Corp.
Payment Address:	18100 Von Karman Avenue
	Suite 450
The Irvine Company LLC	Irvine, CA 92612
Department #9887
Los Angeles, CA 90084-9887	With a simultaneous copy to:
Notice Address:	OnCURE Medical Corp.
	610 Newport Center Drive, Suite 350
The Irvine Company LW	Newport Beach, CA 92660
18500 Von Karmen, Suite 120	Attn: General Counsel
Irvine, CA 92612
Attn: Property Manager
with a copy of notices to:
THE IRVINE COMPANY LLC
P.O. Box 6370
Newport Beach, CA 92658-6370
Attn: Vice President Operations — Office Properties

ARTICLE II. PREMISES

SECTION 2.1. LEASED PREMISES. Landlord leases to Tenant and Tenant rents from Landlord the premises shown in Exhibit A (the “Premises”), containing approximately the floor area set forth in Item 8 of the Basic Lease Provisions and known by the suite number Identified in Item 2 of the Basic Lease Provisions. The Premises are located in the building identified in Item 2 of the Basic Lease Provisions (the “Building”), which is a portion of the project described in Item 2 (the “Project”). If, upon completion of the space plans for the Premises, Landlord’s architect or space planner determines that the rentable square footage of the Premises differs from that set forth in the Basic Lease Provisions, then Landlord shall so notify Tenant and the Basic Rent (as shown in Item 6 of the Basic Lease Provisions) shall be promptly adjusted in proportion to the change In square footage. Within five (5) days following Landlord’s request, the parties shall memorialize the adjustments by executing an amendment to this Lease prepared by Landlord.

SECTION 2.2. ACCEPTANCE OF PREMISES. Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises or the Building or the suitability or fitness of either for any purpose, except as set forth in this Lease. The taking of possession or use of the Premises by Tenant for any purpose other than construction shall conclusively establish that the Premises and the Building were in satisfactory condition and in conformity with the provisions of this Lease in all respects, except for those matters which Tenant shall have brought to Landlord’s attention on a written punch list. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter (if any) attached as Exhibit X, and shall be delivered to Landlord within thirty (30) days after the term (“Term”) of this Lease commences as provided in Article III below. If there is no Work Letter, or if no items are required of Landlord under the Work Letter, except as otherwise set forth herein, by taking possession of the Premises Tenant accepts the improvements in their existing condition, and waives any right or claim against Landlord arising out of the condition of the Premises. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above.

SECTION 2.3. BUILDING NAME, ADDRESS AND DEPICTION. Tenant shall not utilize any name selected by Landlord from time to time for the Building and/or the Project as any part of Tenant’s corporate or trade name. Landlord shall have the right to change the name, number or designation of the Building or Project without liability to Tenant. Tenant shall not use any picture of the Building in its advertising, stationery or In any other manner.

SECTION 2.4. RIGHT OF FIRST REFUSAL. During the period commencing as of December 15, 2007 and ending February 28, 2008, provided Tenant Is not then in default hereunder beyond any applicable cure period, Tenant shall have a one-time right (“First Refusal Right”) to lease for a term equal to the then-unexpired portion of the Term of the Lease, Suite 470 in the Building (“First Refusal Space”) in accordance with and subject to the provisions of this Section. Following the receipt by Landlord of a bona fide letter of intent to lease the First Refusal Space, then provided Landlord intends to pursue such leasing opportunity, Landlord shall give Tenant written notice (“First Refusal Notice”) of the basic economic terms, including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord intends to lease such First Refusal Space to the applicable third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the Tenant’s benefit. Within five (5) business days after receipt of the First Refusal Notice, Tenant may, by written notice to Landlord, elect to lease all, but not less than all, of the space specified in the First Refusal Notice (the “Designated First Refusal Space”) upon such Economic Terms and the same non-Economic Terms as set forth In this Lease. Subject to Section 2.5 below, In the event that Tenant does not timely commit in writing to lease the Designated First Refusal Space on the foregoing terms, then Landlord shall be free to lease same thereafter without any constraint (subject to Tenant’s First Right in Section 2.5 below), and Tenant shall have no further rights to any such Designated First Refusal Space. Should Tenant timely elect to lease the Designated First Refusal Space, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within ten (10) days. Tenant’s failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant’s commitment to lease the Designated First Refusal Space, to lease such space to a third party without any obligation pursuant to this Section, and/or to pursue any other available legal remedy. Tenant’s rights under this Section shall be personal to the original Tenant named in this Lease and may not be assigned or transferred (except in connection with an assignment of this Lease to a Tenant Affiliate as described in Section 9.1(f) hereof). Any other attempted assignment or transfer shall be void and of no force or effect.

SECTION 2.5. RIGHT OF FIRST OFFER. Commencing as of March 1, 2008, provided Tenant is not then in default hereunder beyond any applicable cure period, Landlord hereby grants Tenant the continuing right (“First Right”) to lease, during the initial sixty (60) month Term of this Lease, Suite 470 in the Building (“First Right Space”) in accordance with and subject to the provisions of this Section. Notwithstanding the foregoing, in the event Landlord gives Tenant a First Refusal Notice in accordance with Section 2.4 above and Tenant does not elect to lease the Designated First Refusal Space, Tenant’s First Right shall not commence until September 1, 2008. Except as otherwise provided

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below, prior to leasing the First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant Improvement allowance (collectively, the °Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the Tenant’s benefit. It is understood that should Landlord intend to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the following provisions. Within five (5) business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate for a period of six (6) months thereafter after which time Landlord shall again comply with the provisions of this Section 2.4; or (Ili) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party within six (6) months thereafter upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within ten (10) days. Tenant’s failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant’s commitment to lease the Designated Space, to lease such space to a third party, and/or to pursue any other available legal remedy. In the event that Landlord leases the First Right Space, or any portion thereof, to a third party in accordance with the provisions of this Section, and during the effective period of this First Right the First Right Space, or any portion thereof, shall again become available for releasing, then prior to Landlord entering into any such new lease with a third party (other than the then existing tenant or occupant in the First Right Space) for the First Right Space, Landlord shall repeat the procedures specified above in this Section. Notwithstanding the foregoing, it is understood that Tenant’s First Right shall be subject to any extension or expansion rights previously granted by Landlord to any third party tenant In the Building, as well as to any such rights which may hereafter be granted by Landlord to any third party tenant now or hereafter occupying the First Right Space or any portion thereof, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the First Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall be personal to the original Tenant named in this Lease and may not be assigned or transferred (except in connection with an assignment of this Lease to a Tenant Affiliate as described in Section 9.1(f) hereof). Any other attempted assignment or transfer shall be void and of no force or effect.

ARTICLE III. TERM

SECTION 3.1. GENERAL. The Term shall be for the period shown in Item 5 of the Basic Lease Provisions. The Term shall commence (“Commencement Date”) on the Commencement Date as set forth in Item 4 of the Basic Lease Provisions and shall end upon the expiration of the period set forth in Item 5 of the Basic Lease Provisions (“Expiration Date”).

SECTION 3.2. RIGHT TO EXTEND THIS LEASE. Provided that Tenant is not in default beyond any applicable cure period under any provision of this Lease at the time of exercise of the extension right granted herein, and provided further that Tenant is occupying the entire Premises and has not assigned any of its interest in this Lease (except in connection with an assignment of this Lease to a Tenant Affiliate as described In Section 9.1(f) hereof) or sublet more than twenty-five percent (25%) of the Premises, Tenant may extend the Term of this Lease for one (1) period of sixty (60) months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than nine (9) months nor more than twelve (12) months prior to the expiration date of the Term, Tenant’s written notice of its irrevocable commitment to extend (the ‘Commitment Notice”). Should Tenant fail timely to deliver the Commitment Notice, then this extension right shall thereupon lapse and be of no further force or effect The Basic Rent payable under the Lease during the extension of the Term shall be at the prevailing market rental rate (including periodic adjustments) for comparable and similarly improved space within the Building and the Project as of the commencement of the extension period, as determined by Landlord and Tenant as described below. Landlord and Tenant, upon written notice from Landlord setting forth the prevailing market rental rate during the extension period, shall have a period of thirty (30) days in which to agree on the prevailing market rental rate based on a reasonable extrapolation of the then current leasing rates for the Building and the Project If they agree within that period, they shall immediately execute an amendment to this Lease stating the Basic Rent and other appropriate terms for the renewal term. If after negotiating in good faith, Landlord and Tenant are

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unable to agree on the prevailing market rental rate within said thirty (30) day period, then the renewal option shall be null and void and the Lease shall terminate as of the Expiration Date. Promptly following agreement on the prevailing market rental rate, Landlord shall prepare an appropriate amendment to the Lease memorializing the extension of the Term in accordance with the foregoing, and Tenant shall duly execute and return same to Landlord within fifteen (15) days. Should Tenant fail timely to execute and deliver the amendment, then Landlord may, at its sole written election, either specifically enforce the Commitment Notice or extinguish Tenant’s right to extend the Tem. Should Landlord elect the latter, then this Lease shall terminate upon the scheduled date of expiration and Tenant’s rights under this paragraph shall be of no further force or effect. Any attempt to assign or transfer any right or interest created by this paragraph to other than a Tenant Affiliate shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single sixty (60) month extension created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph. Time is specifically made of the essence of this paragraph.

SECTION 3.3. RIGHT TO TERMINATE. Provided Tenant is not in default under any provision of this Lease beyond any applicable cure period and provided Tenant has not exercised either Tenant’s First Refusal Right pursuant to Section 2.4 or Tenant’s First Right pursuant to Section 2.5 unless such expansion right is exercised within the first twelve (12) months of the Term and is only comprised of Suite 470, Tenant shall have a one-time right to terminate this Lease effective as of the expiration of the thirty-sixth (36th) month of the Lease Term by giving Landlord not less than six (6) months prior written notice of such termination. Should Tenant exercise its right to terminate as set forth herein, in addition to all Basic Rent and additional rent due up to the termination effective date, Tenant shall pay to Landlord, concurrently with such exercise, the sum equal to one month of Basic Rent payable for the Premises at the rate in effect immediately prior to the termination effective date as a separate termination fee. Any such termination shall not abrogate any obligation hereunder existing as of the date thereof or otherwise attributable to Tenant’s occupancy of the Premises.

ARTICLE IV. RENT AND OPERATING EXPENSES

SECTION 4.1. BASIC RENT. From and after the Commencement Date, Tenant shall pay to Landlord without deduction or offset a Basic Rent for the Premises in the total amount shown (including subsequent adjustments, if any) in Item 6 of the Basic Lease Provisions. If the Commencement Date is other than the first day of a calendar month, any rental adjustment shown in item 6 shall be deemed to occur on the first day of the next calendar month following the specified monthly anniversary of the Commencement Date. The rent shall be due and payable in advance commencing on the Commencement Date and continuing thereafter on the first day of each successive calendar month of the Term, as prorated for any partial month. No demand, notice or invoice shall be required.

SECTION 4.2. OPERATING EXPENSE INCREASE.

(a)   Commencing twelve (12) months following the Commencement Date, Tenant shall compensate Landlord, as additional rent, for Tenant’s proportionate shares of “Building Costs° and °Property Taxes,” as those terms are defined below, incurred by Landlord in the operation of the Building and Project. Property Taxes and Building Costs are mutually exclusive and may be billed separately or in combination as reasonably determined by Landlord. Tenant’s proportionate share of Property Taxes shall equal the product of the rentable floor area of the Premises multiplied by the difference of (I) Property Taxes per rentable square foot less (ii) the Property Tax Base set forth in Item 7 of the Basic Lease Provisions. Tenant’s proportionate share of Building Costs shall equal the product of the rentable floor area of the Premises multiplied by the difference of (i) Building Costs per rentable square foot less (ii) the Building Cost Base set forth In item 7 of the Basic Lease Provisions. Tenant acknowledges Landlord’s rights to make reasonable and necessary changes or additions to the Building and/or Project from time to time pursuant to Section 6.5 below, in which event the total rentable square footage within the Building and/or Project may be adjusted. For convenience of reference, Property Taxes and Building Costs may sometimes be collectively referred to as “Operating Expenses.”

(b)   Commencing prior to the start of the first full “Expense Recovery Period” of the Lease (as defined in Item 7 of the Basic Lease Provisions), and prior to the start of each full or partial Expense Recovery Period thereafter, Landlord shall give Tenant a written estimate of the amount of Tenant’s proportionate shares of Building Costs and Property Taxes for the Expense Recovery Period or portion thereof. Commencing twelve (12) months following the Commencement Date, Tenant shall pay the estimated amounts to Landlord in equal monthly installments, in advance, with Basic Rent. If Landlord has not furnished its written estimate for any Expense Recovery Period by the time set forth above, Tenant shall continue to pay cost reimbursements at the rates established for the prior Expense Recovery Period, if any; provided that when the new estimate Is delivered to Tenant, Tenant shall, at the next monthly payment date, pay any accrued cost reimbursements based upon the new estimate. Landlord may from time to time change the Expense Recovery Period to reflect a calendar

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year or a new fiscal year of Landlord, as applicable, in which event Tenant’s share of Operating Expenses shall be equitably prorated for any partial year.

(c)   Within one hundred twenty (120) days after the end of each Expense Recovery Period, Landlord shall furnish to Tenant a statement setting forth the actual or prorated Property Taxes and Building Costs attributable to that period, and the parties shall within thirty (30) days thereafter make any payment or allowance necessary to adjust Tenant’s estimated payments, if any, to Tenant’s actual proportionate shares as shown by the annual statement. If Tenant has not made estimated payments during the Expense Recovery Period, any amount owing by Tenant pursuant to subsection (a) above shall be paid to Landlord In accordance with Article XVI. If actual Property Taxes or Building Costs allocable to Tenant during any Expense Recovery Period are less than the Property Tax Base or the Building Cost Base, respectively, Landlord shall not be required to pay that differential to Tenant, although Landlord shall provide a credit against °additional rent” (defined in Section 14.1(a) of this Lease) next coming due for any applicable estimated payments collected from Tenant provided if the Lease Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant Should Tenant fail to object in writing to Landlord’s determination of actual Operating Expenses within sixty (60) days following delivery of Landlord’s expense statement, Landlord’s determination of actual Operating Expenses for the applicable Expense Recovery Period shall be conclusive and binding on Tenant

(d)   Even though the Lease has terminated and the Tenant has vacated the Premises, when the final determination is made of Tenant’s share of Property Taxes and Building Costs for the Expense Recovery Period in which the Lease terminates, Tenant shall upon notice pay the entire increase due over the estimated expenses paid; conversely, any overpayment made in the event expenses decrease shall be rebated by Landlord to Tenant within thirty (30) days following the final determination. However, in lieu thereof, Landlord may deliver a reasonable estimate of the anticipated reconciliation amount to Tenant prior to the expiration of the Term, in which event the appropriate party shall fund that amount by the termination date.

(e)     If, at any time during any Expense Recovery Period, any one or more of the Operating Expenses are increased to a rate(s) or amount(s) in excess of the rate(s) or amount(s) used in calculating the estimated expenses for the year, then Tenant’s estimated share of Property Taxes or Building Costs, as applicable, shall be increased for the month in which the increase becomes effective and for all succeeding months by an amount equal to Tenant’s proportionate share of the increase. Landlord shall give Tenant written notice of the amount or estimated amount of the increase, the month in which the increase will become effective, Tenant’s monthly share thereof and the months for which the payments are due. Tenant shall pay the increase to Landlord as a part of Tenant’s monthly payments of estimated expenses as provided in paragraph (b) above, commencing with the month in which effective.

(f)      The term “Building Costs” shall Include all charges and expenses pertaining to the operation, management, maintenance and repair of the Building and the Project, together with all appurtenant Common Areas (as defined in Section 6.2), and shall include the following charges by way of illustration but not limitation: water and sewer charges; insurance premiums or reasonable premium equivalents (consistent with comparable premiums for third party coverage) should Landlord elect to self-insure any risk or deductible that Landlord Is authorized to insure hereunder; license, permit, and inspection fees; heat; light; power, janitorial services; the cost of equipping, staffing and operating an on-site and/or off-site management office for the Building and Project all labor and labor-related costs for personnel applicable to the Building and Project, including both Landlord’s personnel and outside personnel; a commercially reasonable Landlord overhead/management fee; reasonable fees for consulting services; access control/security costs, inclusive of the reasonable cost of improvements made to enhance access control systems and procedures; repairs; air conditioning; supplies; materials; equipment; tools; tenant services; programs instituted to comply with transportation management requirements; any expense Incurred pursuant to Sections 6.1, 6.2, 6.4, 7.2, and 10.2 and Exhibits B and C below; costs incurred (capital or otherwise) on a regular recurring basis every three (3) or more years for normal maintenance projects (e.g., parking lot slurry coat or replacement of lobby, corridor and elevator cab carpets and coverings); and the amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) which are intended to maintain the quality, appearance or safety of the Building and/or Project, reduce other operating costs or increases thereof, or upgrade Building and/or Project security, or which are required to bring the Building and/or Project into compliance with applicable laws and building codes. Landlord shall amortize the cost of capital improvements on a straight-line basis over the lesser of the Payback Period (as defined below) or the useful life of the capital improvement as reasonably determined by Landlord. Any amortized Building Cost item may include, at Landlord’s option, an actual interest rate that Landlord is required to pay to finance the cost of the item, applied on the unamortized balance. “Payback Period” shall mean the reasonably estimated period of time that it takes for the cost savings, if any, resulting from a capital improvement item to equal the total cost of the capital improvement. It is understood that Building Costs shall include competitive charges for direct services provided to the Building and/or Project by any subsidiary or division of Landlord. If any Building Cost is applicable to one or more buildings or properties in addition to the Building, then that cost shall be equitably prorated and apportioned among the Building and such other buildings or properties. The term “Property Taxes” as used herein shall include the following: (i) all real estate taxes or personal property taxes, as such property taxes may be reassessed from time to time; and (ii)

other taxes, charges and assessments which are levied with respect to this Lease or to the Building and/or the Project, and any improvements, fixtures and equipment and other property of Landlord located in the Building and/or the Project, except that general net income, transfer taxes, inheritance taxes and franchise taxes imposed against Landlord shall be excluded; and (iii) any tax, surcharge or assessment which shall be levied in addition to or in lieu of real estate or personal property taxes, other than taxes covered by Article VIII; and (iv) costs and expenses incurred in reasonably contesting the amount or validity of any Property Tax by appropriate proceedings. A copy of Landlord’s unaudited statement of expenses shall be made available to Tenant upon request. The Building Costs, indusive of those for the Base Year, shall be extrapolated by Landlord to reflect at least ninety-five percent (95%) occupancy of the rentable area of the Building.

(g) Provided Tenant is not then in default hereunder, Tenant shall have the right to cause a certified public accountant, engaged on a non-contingency fee basis, to audit Operating Expenses by inspecting Landlord’s general ledger of expenses not more than once during any Expense Recovery Period. However, to the extent that insurance premiums or any other component of Operating Expenses is determined by Landlord on the basis of an internal allocation of costs utilizing information Landlord in good faith deems proprietary, such expense component shall not be subject to audit so long as it does not exceed the amount per square foot typically imposed by landlords of other first class office projects in Orange County, California. Tenant shall give notice to Landlord of Tenant’s intent to audit within sixty (60) days after Tenant’s receipt of Landlord’s expense statement which sets forth Landlord’s actual Operating Expenses. Such audit shall be conducted at a mutually agreeable time during normal business hours at the office of Landlord or its management agent where such accounts are maintained. If Tenant’s audit determines that actual Operating Expenses have been overstated by more than five percent (5%), then subject to Landlord’s right to review and/or contest the audit results, Landlord shall reimburse Tenant for the reasonable out-of-pocket costs of such audit. Tenant’s rent shall be appropriately adjusted to reflect any overstatement in Operating Expenses. In addition, if any component of Operating Expenses is determined to be either inappropriate or excessive during an Expense Recovery Period, and if the Building Cost Base or Property Tax Base also Included such component, then the appropriate Base shall concurrently be adjusted if and to the extent appropriate. In the event of a dispute between Landlord and Tenant regarding such audit, either party may elect to submit the matter for binding arbitration with the American Arbitration Association under its Arbitration Rules for the Real Estate Industry, and judgment on the arbitration award may be entered In any court having jurisdiction thereof. All of the information obtained by Tenant and/or its auditor in connection with such audit, as well as any compromise, settlement, or adjustment reached between Landlord and Tenant as a result thereof, shall be held in strict confidence and, except as may be required pursuant to litigation, shall not be disclosed to any third party, directly or indirectly, by Tenant or its auditor or any of their officers, agents or employees. Landlord may require Tenant’s auditor to execute a separate confidentiality agreement affirming the foregoing as a condition precedent to any audit. In the event of a violation of this confidentiality covenant in connection with any audit, then in addition to any other legal or equitable remedy available to Landlord, Tenant shall forfeit its right to any reconciliation or cost reimbursement payment from Landlord due to said audit (and any such payment theretofore made by Landlord shall be promptly returned by Tenant), and Tenant shall have no further audit rights under this Lease. Notwithstanding the foregoing, Tenant shall have no right of audit with respect to any Expense Recovery Period unless the total Operating Expenses per square foot for such Expense Recovery Period, as set forth in Landlord’s annual expense reconciliation, exceed the total Operating Expenses per square foot during the Base Year, as increased by the percentage change in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all Urban Consumers, Los Angeles - Riverside - Orange County Area Average, all items (1982-84 = 100) (the “Index”), which change in the Index shall be measured by comparing the Index published for January of the Base Year with the Index published for January of the applicable Expense Recovery Period.

SECTION 4.3. SECURITY DEPOSIT. During the Term of this Lease, Tenant shall cause to be deposited with Landlord the sum stated in Item 9 of the Basic Lease Provisions (the ‘Security Deposit”), to be held by Landlord as security for the full and faithful performance of Tenant’s obligations under this Lease to pay any rental sums, including without limitation such additional rent as may be owing under any provision hereof, and to maintain the Premises as required by Sections 7.1 and 15.3 or any other provision of this Lease. For purposes of the foregoing and notwithstanding any provision of Section 1950.7 of the California Civil Code to the contrary, rental sums shall include prospective rent that would have been payable by Tenant but for the early termination of this Lease due to Tenant’s default or insolvency. Upon any breach of the foregoing obligations by Tenant, Landlord may apply all or part of the Security Deposit as full or partial compensation. If any portion of the Security Deposit is so applied, Tenant shall within five (5) days after written demand by Landlord deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. Landlord shall not be required to keep this Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the Security Deposit. In no event may Tenant utilize all or any portion of the Security Deposit as a payment toward any rental sum due under this Lease. Any unapplied balance of the Security Deposit shall be returned to Tenant or, at Landlord’s option, to the last assignee of Tenant’s interest in this Lease within thirty (30) days following the termination of this Lease and Tenant’s vacation of the Premises. Tenant hereby authorizes Landlord to retain and apply to the Security Deposit due hereunder the balance of the cash security deposit previously deposited with Landlord pursuant to the Existing Lease described in Section 22.7 hereof. It is understood, however, that such sum shall concurrently serve as security for the Existing Lease during the

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remaining term thereof and Landlord shall be entitled to apply same toward sums due and unpaid thereunder, in which event, Tenant shall promptly replenish the Security Deposit so that Landlord is provided with the full amount required by this Lease. Notwithstanding the foregoing, provided Tenant has not been in default hereunder, Landlord shall reduce the Security Deposit, and credit such reduction against the Basic Rent first due hereunder in the amount of Seventeen Thousand Five Hundred Sixty-Five Dollars ($17,565.00).

ARTICLE V. USES

SECTION 5.1. USE. Tenant shall use the Premises only for the purposes stated in Item 3 of the Basic Lease Provisions. The parties agree that any contrary use shall be deemed to cause material and irreparable harm to Landlord and shall entitle Landlord to injunctive relief in addition to any other available remedy. The uses prohibited under this Lease shall include, without limitation, use of the Premises or a portion thereof for (i) offices of any agency or bureau of the United States or any state or political subdivision thereof; (II) offices or agencies of any foreign governmental or political subdivision thereof; (iii) offices of any health care professionals providing medical care or service organization; (Iv) schools, temporary employment agencies or other training facilities which are not ancillary to corporate, executive or professional office use; (v) retail or restaurant uses; or (vi) communications firms such as radio and/or television stations. Tenant shall not do or permit anything to be done in or about the Premises which will in any way interfere with the rights or quiet enjoyment of other occupants of the Building or the Project, or use or allow the Premises to be used for any unlawful purpose, nor shall Tenant permit any nuisance or commit any waste in the Premises or the Project. Tenant shall not do or permit to be done anything which will invalidate or increase the cost of any insurance policy(les) covering the Building, the Project and/or their contents, and shall comply with all applicable insurance underwriters rules. Tenant shall comply at its expense with all present and future laws, ordinances and requirements of all governmental authorities that pertain to Tenant or its use of the Premises, Including without limitation all federal and state occupational health and safety and handicap access requirements, whether or not Tenant’s compliance will necessitate expenditures or interfere with its use and enjoyment of the Premises. Tenant shall not generate, handle, store or dispose of hazardous or toxic materials (as such materials may be Identified in any federal, state or local law or regulation) in the Premises or Project without the prior written consent of Landlord; provided that the foregoing shall not be deemed to proscribe the use by Tenant of customary office supplies In normal quantities so long as such use comports with all applicable laws. Tenant agrees that it shall promptly complete and deliver to Landlord any disclosure form regarding hazardous or toxic materials that may be required by any governmental agency. Tenant shall also, from time to time upon reasonable request by Landlord based on good faith concern, execute such affidavits concerning Tenant’s best knowledge and belief regarding the presence of hazardous or toxic materials In the Premises. Upon reasonable grounds therefore, Landlord shall have the right to perform an assessment of the environmental condition of the Premises and of Tenant’s compliance with this Section. As part of any such assessment, Landlord shall have the right, upon reasonable prior notice to Tenant, to enter and inspect the Premises and to perform tests, provided those tests are performed in a manner that minimizes disruption to Tenant. Tenant will cooperate with Landlord in connection with any assessment by, among other things, promptly responding to inquiries and providing relevant documentation and records. The reasonable cost of the assessment/testing shall be reimbursed by Tenant to Landlord if such assessment/testing determines that Tenant failed to comply with the requirements of this Section. Unless caused by the negligence or intentional misconduct of Landlord, its agents, employees or contractors, in all events Tenant shall indemnify Landlord in the manner elsewhere provided in this Lease from any release of hazardous or toxic materials caused by Tenant, its agents, employees, contractors, subtenants or licensees. The foregoing covenants shall survive the expiration or earlier termination of this Lease.

SECTION 5.2. SIGNS. Landlord shall affix and maintain a sign (restricted solely to Tenant’s name as set forth herein or such other name as Landlord may consent to in writing) adjacent to the entry door of the Premises, together with a directory strip listing Tenant’s name as set forth herein in the lobby directory of the Building. Any subsequent changes to that initial signage shall be at Tenant’s sole expense. All signage shall conform to the criteria for signs established by Landlord and shall be ordered through Landlord. Tenant shall not place or allow to be placed any other sign, decoration or advertising matter of any kind that is visible from the exterior of the Premises. Any violating sign or decoration may be immediately removed by Landlord at Tenant’s expense without notice and without the removal constituting a breach of this Lease or entitling Tenant to claim damages.

ARTICLE VI. LANDLORD SERVICES

SECTION 6.1. UTILITIES AND SERVICES. Landlord shall furnish to the Premises the utilities and services described in Exhibit B, subject to the conditions and payment obligations and standards set forth in this Lease. Landlord shall not be liable for any failure to furnish any services or utilities when the failure is the result of any accident or other cause beyond Landlord’s reasonable control, nor shall Landlord be liable for damages resulting from power surges or any breakdown in telecommunications facilities or services. Landlord’s temporary inability to furnish any services or

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utilities shall not entitle Tenant to any damages, relieve Tenant of the obligation to pay rent or constitute a constructive or other eviction of Tenant, except that Landlord shall diligently attempt to restore the service or utility promptly. Tenant shall comply with all rules and regulations which Landlord may reasonably establish for the provision of services and utilities, and shall cooperate with all reasonable conservation practices established by Landlord. Landlord shall at all reasonable times have free access to all electrical and mechanical installations of Landlord; provided, however, such access shall not unreasonably and materially interfere with Tenants use of the Premises nor its ingress and egress thereto. Notwithstanding the foregoing, in the event the Premises are untenantable for more than five (5) consecutive business days due to Landlord’s failure to furnish a required service or utility through no fault of Tenant, then Tenant’s rent shall abate from and after the sixth (e) business day until such matter is rectified.

SECTION 6.2. OPERATION AND MAINTENANCE OF COMMON AREAS. During the Term, Landlord shall operate all Common Areas within the Building and the Project. The term “Common Areas” shall mean all areas within the Building and other buildings in the Project which are not held for exclusive use by persons entitled to occupy space, and all other appurtenant areas and improvements provided by Landlord for the common use of Landlord and tenants and their respective employees and invitees, including without limitation parking areas and structures, driveways, sidewalks, landscaped and planted areas, hallways and interior stairwells not located within the premises of any tenant, common entrances and lobbies, elevators, and restrooms not located within the premises of any tenant.

SECTION 6.3. USE OF COMMON AREAS. The occupancy by Tenant of the Premises shall include the use of the Common Areas in common with Landlord and with all others for whose convenience and use the Common Areas may be provided by Landlord, subject, however, to compliance with all reasonable, non-discriminatory rules and regulations as are prescribed from time to time by Landlord. Landlord shall at all times during the Term have exclusive control of the Common Areas, and may restrain or permit any use or occupancy, except as otherwise provided In this Lease or in Landlord’s rules and regulations. Tenant shall keep the Common Areas clear of any obstruction or unauthorized use related to Tenant’s operations. Landlord may temporarily close any portion of the Common Areas for repairs, remodeling and/or alterations, to prevent a public dedication or the accrual of prescriptive rights, or for any other reasonable purpose, provided that Tenant’s permitted use of its Premises is not materially impacted.

SECTION 6.4. PARKING. Parking shall be provided in accordance with the provisions set forth in Exhibit C to this Lease.

SECTION 6.5. CHANGES AND ADDITIONS BY LANDLORD. Landlord reserves the right to make alterations or additions to the Building or the Project, or to the attendant fixtures, equipment and Common Areas. No change shall entitle Tenant to any abatement of rent or other claim against Landlord, provided that the change does not deprive Tenant of reasonable access to or use of the Premises.

ARTICLE VII. MAINTAINING THE PREMISES

SECTION 7.1. TENANT’S MAINTENANCE AND REPAIR. Subject to Article XI, Tenant at its sole expense shall make all repairs necessary to keep the Premises and all improvements and fixtures therein in the condition as existed on the Commencement Date (or on any later date that the applicable Improvements may have been installed), excepting ordinary wear and tear and casualty. Notwithstanding Section 7.2 below, Tenant’s maintenance obligation shall include without limitation all appliances, non-building standard lighting/electrical systems, and plumbing fixtures and installations located within the Premises, together with any supplemental HVAC equipment servicing only the Premises. All repairs shall be at least equal in quality to the original work, shall be made only by a licensed, bonded contractor reasonably approved In writing in advance by Landlord and shall be made only at the time or times reasonably approved by Landlord. Any contractor utilized by Tenant shall be subject to Landlord’s standard requirements for contractors, as reasonably modified from time to time. Landlord may impose reasonable restrictions and requirements with respect to repairs, as provided in Section 7.3, and the provisions of Section 7.4 shall apply to all repairs. Alternatively, should Landlord or its management agent agree to make a repair on behalf of Tenant and at Tenant’s request, Tenant shall promptly reimburse Landlord as additional rent for all actual costs incurred (including the standard coordination fee of Landlord’s management agent) upon submission of an invoice.

SECTION 7.2. LANDLORD’S MAINTENANCE AND REPAIR. Subject to Article Xi, Landlord shall provide service, maintenance and repair with respect to the heating, ventilating and air conditioning (“HVAC”) equipment of the Building (exclusive of any supplemental HVAC equipment servicing only the Premises) and shall maintain in good repair the Common Areas, roof, foundations, footings, the exterior surfaces of the exterior walls of the Building, and the structural, electrical, mechanical and plumbing systems of the Building except as provided in Section 7.1 above. Landlord shall have the right to employ or designate any reputable person or firm, including any employee or agent of Landlord or any of Landlord’s affiliates or ffivisions, to perform any service, repair or maintenance function. Landlord need not make any other improvements or repairs except as

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specifically required under this Lease, and nothing contained in this Section shall limit Landlord’s right to reimbursement from Tenant for maintenance, repair costs and replacement costs as provided elsewhere in this Lease. Tenant understands that it shall not make repairs at Landlord’s expense or by rental offset. Except as provided in Sections 11.1 and 12.1 below, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements to any portion of the Building, including repairs to the Premises, nor shall any related activity by Landlord constitute an actual or constructive eviction; provided, however, that in making repairs, alterations or Improvements, Landlord shall interfere as little as reasonably practicable with the conduct of Tenant’s business in and access to the Premises.

SECTION 7.3. ALTERATIONS. Except for cosmetic alteration projects that do not exceed Five Thousand Dollars ($5,000.00) and that satisfy the criteria in the next following sentence, Tenant shall make no alterations, additions or improvements to the Premises without the prior written consent of Landlord. Landlord’s consent shall not be unreasonably withheld as long as the proposed changes do not affect the structural, electrical or mechanical components or systems of the Building, are not visible from the exterior of the Premises, and utilize only building standard materials. Landlord may impose, as a condition to its consent, any requirements that Landlord in Its discretion may deem reasonable or desirable, Including but not limited to a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and requirements as to the manner, time, and contractor for performance of the work. Without limiting the generality of the foregoing, Tenant shall use Landlord’s designated mechanical and electrical contractors for all work affecting the mechanical or electrical systems of the Building. Should Tenant perform any work that would necessitate any ancillary Building modification or other expenditure by Landlord, then Tenant shall promptly fund the cost thereof to Landlord. Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances. Except for cosmetic alteration projects that do not require a permit, Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of the work. Under no circumstances shall Tenant make any improvement which incorporates asbestos-containing construction materials into the Premises. In no event shall Tenant prosecute any alteration work that results in picketing or labor demonstrations in or about the Building or Project. Any request for Landlord’s consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect to cause its architect to review Tenant’s architectural plans, and the reasonable and actual cost of that review shall be reimbursed by Tenant. Should the work proposed by Tenant modify the internal configuration of the Premises, then Tenant shall, at its expense, fumish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and fumiture) shall become the properly of Landlord and shall be surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant given at the time of Landlord’s consent to the alteration or improvement, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any alterations, decorations, fixtures, additions, improvements and the like installed either by Tenant or by Landlord at Tenant’s request. Tenant shall repair any damage to the Premises arising from that removal and restore the affected area to its pre-existing condition, reasonable wear and tear and casualty excepted. Landlord may require Tenant to remove an improvement provided as part of the initial build-out pursuant to Exhibit X, if any, if and only if the improvement is a non-building standard item and Tenant is notified of the requirement prior to the build-out Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt payment from Tenant of the cost thereof, inclusive of the standard coordination fee of Landlord’s management agent.

SECTION 7.4. MECHANIC’S LIENS. Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. Upon request by Landlord, Tenant shall promptly cause any such lien to be released by posting a bond in accordance with California Civil Code Section 3143 or any successor statute. In the event that Tenant shall not, within thirty (30) days following the imposition of any lien, cause the lien to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other available remedies, the right to cause the lien to be released by any means It deems proper, including payment of or defense against the claim giving rise to the lien. All expenses so incurred by Landlord, including Landlord’s attorneys’ fees, shall be reimbursed by Tenant promptly following Landlord’s demand, together with interest from the date of payment by Landlord at the maximum rate permitted by law until paid. Tenant shall give Landlord no less than twenty (20) days’ prior notice in writing before commencing construction of any kind on the Premises so that Landlord may post and maintain notices of nonresponsibility on the Premises.

SECTION 7.5. ENTRY AND INSPECTION. Landlord shall at all reasonable times and upon a minimum of twenty-four (24) hours advance written or oral notice (except in the event of an emergency or to supply regular services in which no advance notice is required) have the right to enter the Premises to inspect them, to supply services in accordance with this Lease, to protect the interests of Landlord in the Premises, to make repairs and renovations as reasonably deemed necessary by Landlord, and to submit the Premises to prospective or actual purchasers or encumbrance holders (or, during the final twelve months of the Term or when an uncured Tenant default exists, to prospective tenants), all without being deemed to have caused an eviction of Tenant and without abatement of rent

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except as provided elsewhere in this Lease. Landlord shall at all times have and retain a key which unlocks all of the doors in the Premises, excluding Tenant’s vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open the doors in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord shall not under any circumstances be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or any eviction of Tenant from the Premises. Notwithstanding the foregoing, Landlord understands that Tenant’s business may require certain confidentiality and security restrictions on those entering the Premises to ensure compliance with the Health insurance Portability and Accountability Act of 1996, Public Law 104-191 (‘HIPAA”) and other applicable state laws to protect the privacy of patients’ health care information. Upon Tenant’s written request and if required by HIPAA, Landlord shall use reasonable efforts to ensure that any of Landlord’s employees, agents or subcontractors, entering the Premises (except in the case of an emergency) shall comply with Tenant’s reasonable procedures regarding the preservation of the confidentiality of Tenant’s patients’ health care information. ‘Reasonable efforts’ shall not require Landlord to incur any cost or expense and Landlord’s failure to use reasonable efforts shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder. In addition, if the Premises do not have sufficient security as required by HIPAA or state law, Tenant, at Tenant’s sole cost and expense, may place additional locks on any doors In the Premises. Tenant shall notify Landlord of such additional locks, provide Landlord with keys to such additional locks and provide such master keys as are necessary for fire and emergency rescue teams to access the Premises.

SECTION T.6. SPACE PLANNING AND SUBSTITUTION. Landlord shall have the right, upon providing not less than forty-five (45) days written notice, to move Tenant to other space of comparable size, on the same floor or higher and with similar elevator lobby identity in the Building or In the Project The new space shall be provided with improvements of comparable quality to those within the Premises. Landlord shall pay the reasonable out-of-pocket costs to relocate and reconnect Tenant’s personal property and equipment within the new space; provided that Landlord may elect to cause such work to be done by its contractors. Landlord shall also reimburse Tenant for such other reasonable out-of-pocket costs that Tenant may Incur in connection with the relocation, including without limitation necessary stationery revisions, provided that a reasonable estimate thereof is given to Landlord within twenty (20) days following Landlord’s notice. in no event, however, shall Landlord be obligated to incur or fund total relocation costs, exclusive of tenant improvement expenditures, in an amount in excess of three (3) months of Basic Rent at the rate then payable hereunder. Tenant may use its own vendor to move its personal property from the Premises to the relocation space. Within ten (10) days following request by Landlord, Tenant shall execute an amendment to this Lease prepared by Landlord to memorialize the relocation. Should Tenant fall timely to execute and deliver the amendment to Landlord, or should Tenant thereafter fall to comply with the terms thereof, then Landlord may at its option elect to terminate this Lease upon not less than sixty (60) days prior written notice to Tenant. Upon the effective date of any termination of this Lease, Tenant shall vacate the Premises in accordance with Section 15.3. Unless otherwise agreed to in writing by Tenant, Landlord shall effect the relocation move into the relocation space during a weekend or after 5:00 p.m. on a Friday.

ARTICLE VIII. TAXES AND ASSESSMENTS ON TENANT’S PROPERTY

Tenant shall be liable for and shall pay before delinquency, all taxes and assessments levied against all personal property of Tenant located in the Premises. When possible Tenant shall cause its personal property to be assessed and billed separately from the real property of which the Premises form a part. If any taxes on Tenant’s personal property are levied against Landlord or Landlord’s property and if Landlord pays the same, or if the assessed value of Landlord’s property Is increased by the inclusion of a value placed upon the personal property of Tenant and if Landlord pays the taxes based upon the increased assessment, Tenant shall pay to Landlord the taxes so levied against Landlord or the proportion of the taxes resulting from the increase in the assessment.

ARTICLE IX. ASSIGNMENT AND SUBLETTING

SECTION 9.1. RIGHTS OF PARTIES.

(a) Except as otherwise specifically provided herein, Tenant may not, either voluntarily or by operation of law, assign, sublet, encumber, or otherwise transfer all or any part of Tenant’s interest In this Lease, or permit the Premises to be occupied by anyone other than Tenant, without Landlord’s prior written consent, which consent shall not unreasonably be withheld or delayed in accordance with the provisions of Section 9.1(c). For purposes of this Lease, references to any subletting, sublease or variation thereof shall be deemed to apply not only to a sublease effected directly by Tenant, but also to a sub-subletting or an assignment of subtenancy by a subtenant at any level. No assignment (whether voluntary, involuntary or by operation of law) and no subletting shall be valid or effective without Landlord’s prior written consent and, at Landlord’s election, shall constitute a material default of this Lease. Landlord shall not be deemed to have given its consent to any assignment or subletting by any other course of action, including its acceptance of any name for listing In the Building directory.

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To the extent not prohibited by provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the “Bankruptcy Code”), including Section 365(f)(1), Tenant on behalf of itself and its creditors, administrators and assigns waives the applicability of Section 365(e) of the Bankruptcy Code unless the proposed assignee of the Trustee for the estate of the bankrupt meets Landlord’s standard for consent as set forth in Section 9.1(c) of this Lease. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations to be delivered in connection with the assignment shall be delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed to have assumed all of the obligations arising under this Lease on and after the date of the assignment, and shall upon demand execute and deliver to Landlord an instrument confirming that assumption.

(b)     The sale of all or substantially all of the assets of Tenant (other than bulk sales in the ordinary course of business) shall be deemed an assignment within the meaning and provisions of this Article.

(c)     Except as otherwise specifically provided herein, if Tenant or any subtenant hereunder desires to transfer an interest in this Lease, Tenant shall first notify Landlord and request in writing Landlord’s consent to the transfer. Tenant shall also submit in writing to Landlord: (i) the name and address of the proposed transferee; (ii) the nature of any proposed subtenant’s or assignee’s business to be carried on in the Premises; (iii) the terms and provisions of any proposed sublease or assignment (including without limitation the rent and other economic provisions, term, Improvement obligations and commencement date); (iv) evidence that the proposed assignee or subtenant will comply with the requirements of Exhibit D to this Lease; and (v) any other Information reasonably requested by Landlord and reasonably related to the transfer. Except as provided in Subsection (d) of this Section, Landlord shall not unreasonably withhold its consent, provided: (1) the use of the Premises will be consistent with the provisions of this Lease; (2) any proposed subtenant or assignee demonstrates that it is financially responsible by submission to Landlord of all reasonable information as Landlord may request concerning the proposed subtenant or assignee, including, but not limited to, a balance sheet of the proposed subtenant or assignee as of a date within ninety (90) days of the request for Landlord’s consent and statements of income or profit and loss of the proposed subtenant or assignee for the two-year period preceding the request for Landlord’s consent; (3) the proposed subtenant or assignee is, in Landlord’s good faith determination, appropriate for tenancy in a first class office project (4) the proposed assignee or subtenant is neither an existing tenant or occupant of the Building or Project nor a prospective tenant with whom Landlord has been actively negotiating in the last six (6) months (except that Landlord will not enforce this restriction if it does not have sufficient available space to accommodate the proposed transferee); and (5) the proposed transferee is not an SDN (as defined below) and will not impose additional burdens or security risks on Landlord. If Landlord consents to the proposed transfer, then the transfer may be effected within ninety (90) days after the date of the consent upon the terms described in the information furnished to Landlord; provided that any material change in the terms shall be subject to Landlord’s consent as set forth in this Section. Landlord shall approve or disapprove any requested transfer within thirty (30) days following receipt of Tenant’s written notice and the information set forth above. Tenant shall pay to Landlord a transfer fee of Five Hundred Dollars ($500.00) if and when any transfer request submitted by Tenant is approved.

(d)      Notwithstanding the provisions of Subsection (c) above, in lieu of consenting to a proposed assignment or subletting, Landlord may elect to (I) sublease the Premises (or the portion proposed to be subleased), or take an assignment of Tenant’s interest in this Lease, upon the same terms as offered to the proposed subtenant or assignee (excluding terms relating to the purchase of personal property, the use of Tenant’s name or the continuation of Tenant’s business), or (ii) terminate this Lease as to the portion of the Premises proposed to be subleased or assigned with a proportionate abatement in the rent payable under this Lease, effective on the date that the proposed sublease or assignment would have commenced; provided, however, if Landlord refuses to grant such consent and elects to terminate the Lease as to such portion of the Premises, Tenant shall have the right within five (5) days after notice of Landlord’s exercise of its right to terminate to withdraw Tenants request for such consent and remain in possession of the Premises under the terms and conditions thereof. Landlord may thereafter, at its option, assign or re-let any space so recaptured to any third party, including without limitation the proposed transferee identified by Tenant.

(e)      Should any assignment or subletting occur, Tenant shall promptly pay or cause to be paid to Landlord, as additional rent, fifty percent (50%) of any amounts paid by the assignee or subtenant, however described and whether funded during or after the Lease Term, to the extent such amounts are in excess of the sum of (i) the scheduled rental sums payable by Tenant hereunder (or, in the event of a subletting of only a portion of the Premises, the rent allocable to such portion as reasonably determined by Landlord) and (ii) the direct out-of-pocket costs, as evidenced by third party invoices provided to Landlord, Incurred by Tenant to effect the transfer. Upon request by Landlord, Tenant and all other parties to the transfer shall memorialize in writing the amounts to be paid pursuant to this paragraph.

(f)     Notwithstanding the foregoing, provided Tenant is not then in default hereunder, Tenant may, without Landlord’s prior consent but with prior written notice to Landlord and subject to

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the provisions of Section 9.2, assign or transfer its right, title and interest In this Lease or sublease the Premises to any of the following: (i) any entity resulting from a merger or consolidation with Tenant; (ii) any entity succeeding to the business and assets of Tenant; or (iii) any entity controlling, controlled by, or under common control with, Tenant (collectively, “Tenant Affiliate”). Promptly following the effectiveness of any such transfer, Tenant shall provide to Landlord copies of all pertinent transfer documents and such other information pertaining thereto as Landlord may reasonably request.

SECTION 9.2. EFFECT OF TRANSFER. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not be discharged or impaired by any subsequent modification or extension of this Lease. No transfer shall be binding on Landlord unless any document memorializing the transfer is delivered to Landlord, both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article, and the assignee/subtenant independently complies with all of the Insurance requirements of Tenant as set forth in Exhibit D and evidence thereof is delivered to Landlord. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease. In addition to the foregoing, no change in the status of Tenant or any party jointly and severally liable with Tenant as aforesaid (e.g., by conversion to a limited liability company or partnership) shall serve to abrogate the liability of any person or entity for the obligations of Tenant, Including any obligations that may be incurred by Tenant after the status change by exercise of a preexisting right in this Lease.

SECTION 9.3. SUBLEASE REQUIREMENTS. The following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be included in each sublease:

(a)      Tenant hereby irrevocably assigns to Landlord all of Tenant’s interest in all rentals and income arising from any sublease of the Premises, and Landlord may collect such rent and income and apply same toward Tenant’s obligations under this Lease; provided, however, that until a default occurs in the performance of Tenant’s obligations under this Lease, Tenant shall have the right to receive and collect the sublease rentals. Landlord shall not, by reason of this assignment or the collection of sublease rentals, be deemed liable to the subtenant for the performance of any of Tenant’s obligations under the sublease. Tenant hereby irrevocably authorizes and directs any subtenant, upon receipt of a written notice from Landlord stating that an uncured default exists in the performance of Tenant’s obligations under this Lease, to pay to Landlord all sums then and thereafter due under the sublease. Tenant agrees that the subtenant may rely on that notice without any duty of further inquiry and notwithstanding any notice or claim by Tenant to the contrary. Tenant shall have no right or claim against the subtenant or Landlord for any rentals so paid to Landlord. In the event Landlord collects amounts from subtenants that exceed the total amount then due from Tenant hereunder, Landlord shall promptly remit the excess to Tenant

(b)      In the event of the termination of this Lease, Landlord may, at Its sole option, take over Tenant’s entire interest in any sublease and, upon notice from Landlord, the subtenant shall attom to Landlord. In no event, however, shall Landlord be liable for any previous act or omission by Tenant under the sublease or for the return of any advance rental payments or deposits under the sublease that have not been actually delivered to Landlord, nor shall Landlord be bound by any sublease modification executed without Landlord’s consent or for any advance rental payment by the subtenant in excess of one month’s rent. The general provisions of this Lease, including without limitation those pertaining to Insurance and indemnification, shall be deemed incorporated by reference Into the sublease despite the termination of this Lease.

(c) Tenant agrees that Landlord may, at its sole option, authorize a subtenant of the Premises to cure a default by Tenant under this Lease. Should Landlord accept such cure, the subtenant shall have a right of reimbursement and offset from and against Tenant under the applicable sublease.

ARTICLE X. INSURANCE AND INDEMNITY

SECTION 10.1. TENANT’S INSURANCE. Tenant, at its sole cost and expense, shall provide and maintain in effect the insurance described In Exhibit D. Evidence of that insurance must be delivered to Landlord prior to the Commencement Date.

SECTION 10.2. LANDLORD’S INSURANCE. Landlord may, at its election, provide any or all of the following types of insurance, with or without deductible and in amounts and coverages as may be determined by Landlord in Its discretion: property insurance, subject to standard exclusions, covering

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the Building or Project, and such other risks as Landlord or its mortgagees may from time to time deem appropriate, and commercial general liability coverage. Landlord shall not be required to carry insurance of any kind on any tenant improvements or alterations in the Premises installed by Tenant or its contractors or otherwise removable by Tenant (collectively, “Tenant Installations”), as well as any trade fixtures, furnishings, equipment, interior plate glass, signs and all items of personal property in the Premises, and Landlord shall not be obligated to repair or replace any of the foregoing items should damage occur. All proceeds of insurance maintained by Landlord upon the Building and Project shall be the property of Landlord, whether or not Landlord is obligated to or elects to make any repairs.

SECTION 10.3. TENANT’S INDEMNITY. To the fullest extent permitted by law, but subject to Section 10.5 below, Tenant shall defend, Indemnify and hold harmless Landlord, its agents, lenders, and any and all affiliates of Landlord, from and against any and all claims, liabilities, costs or expenses arising either before or after the Commencement Date from Tenant’s use or occupancy of the Premises, the Building or the Common Areas, or from the conduct of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or Its agents, employees, subtenants, vendors, contractors, invitees or licensees In or about the Premises, the Building or the Common Areas, or from any default in the performance of any obligation on Tenant’s part to be performed under this Lease, or from any act or negligence of Tenant or its agents, employees, subtenants, vendors, contrat.lefu, invitees or licensees. Landlord may, at its option, require Tenant to assume Landlord’s defense in any action covered by this Section through counsel reasonably satisfactory to Landlord. Notwithstanding the foregoing, however, Tenant’s indemnification obligation shall not apply to the extent It Is ultimately determined that any liability or expense was caused by the negligence or willful misconduct of Landlord, its agent, employees or contractors.

SECTION 10.4. LANDLORD’S NONLIABILITY. Unless caused by the negligence or intentional misconduct of Landlord, its agents, employees or contractors but subject to Section 10.5 below, Landlord shall not be liable to Tenant, its employees, agents and invitees, and Tenant hereby waives all claims against Landlord, its employees and agents for loss of or damage to any property, or any injury to any person, or loss or interruption of business or income, resulting from any condition including, but not limited to, fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak or flow from or into any part of the Premises or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, electrical works or other fixtures in the Building, whether the damage or injury results from conditions arising in the Premises or in other portions of the Building. It is understood that any such condition may require the temporary evacuation or closure of all or a portion of the Building. Should Tenant elect to receive any service from a concessionaire, licensee or third party tenant of Landlord, Tenant shall not seek recourse against Landlord for any breach or liability of that service provider. Neither Landlord nor its agents shall be liable for interference with light or other similar intangible interests. Tenant shall immediately notify Landlord in case of fire or accident in the Premises, the Building or the Project and of defects in any improvements or equipment.

SECTION 10.5. WAIVER OF SUBROGATION. Landlord and Tenant each hereby waives all rights of recovery against the other on account of loss and damage occasioned to the property of such waiving party to the extent that the waiving party is entitled to proceeds for such loss and damage under any property insurance policies carried or otherwise required to be carried by this Lease. By this waiver it is the intent of the parties that neither Landlord nor Tenant shall be liable to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage insured against under any property insurance policies, even though such loss or damage might be occasioned by the negligence of such party, its agents, employees, contractors or invitees. The foregoing waiver by Tenant shall also inure to the benefit of Landlord’s management agent for the Building.

ARTICLE Xl. DAMAGE OR DESTRUCTION

SECTION 11.1. RESTORATION.

(a)      If the Building of which the Premises are a part is damaged as the result of an event of casualty, then subject to the provisions below, Landlord shall repair that damage as soon as reasonably possible unless: (i) Landlord reasonably determines that the cost of repair would exceed ten percent (10%) of the full replacement cost of the Building (“Replacement Cost”) and the damage is not covered by Landlord’s fire and extended coverage insurance (or by a normal extended coverage policy should Landlord fail to carry that insurance); or (ii) Landlord reasonably determines that the cost of repair would exceed twenty-five percent (25%) of the Replacement Cost; or (iii) Landlord reasonably determines that the cost of repair would exceed ten percent (10%) of the Replacement Cost and the damage occurs during the final twelve (12) months of the Term. Should Landlord elect not to repair the damage for one of the preceding reasons, Landlord shall so notify Tenant in the “Casualty Notice” (as defined below), and this Lease shall terminate as of the date of delivery of that notice.

(b)      As soon as reasonably practicable following the casualty event but not later than sixty (60) days thereafter, Landlord shall notify Tenant in writing (“Casualty Notice”) of Landlord’s election, if applicable, to terminate this Lease. If this Lease is not so terminated, the Casualty Notice shall set

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forth the anticipated period for repairing the casualty damage. If the anticipated repair period exceeds two hundred seventy (270) days and if the damage is so extensive as to reasonably prevent Tenant’s substantial use and enjoyment of the Premises, then Tenant may elect to terminate this Lease by written notice to Landlord within ten (10) days following delivery of the Casualty Notice.

(c)      To the extent and for the period that Landlord is entitled to reimbursement from the proceeds of rental interruption insurance carried by Landlord as part of Operating Expenses, the rental to be paid under this Lease shall be abated in the same proportion that the floor area of the Premises that is rendered unusable by the damage from time to time bears to the total floor area of the Premises.

(d)      Notwithstanding the provisions of subsections (a), (b) and (c) of this Section, but subject to Section 10,5, the cost of any repairs to the Premises only shall be borne by Tenant, and Tenant shall not be entitled to rental abatement or termination rights, if the damage is due to the fault or neglect of Tenant or its employees, subtenants, contractors, Invitees or representatives. In addition, the provisions of this Section shall not be deemed to require Landlord to repair any Tenant Installations, fixtures and other Items that Tenant is obligated to Insure pursuant to Exhibit D or any other provision of this Lease.

SECTION 11.2. LEASE GOVERNS. Tenant agrees that the provisions of this Lease, including without limitation Section 11.1, shall govern any damage or destruction and shall accordingly supersede any contrary statute or rule of law.

ARTICLE XII. EMINENT DOMAIN

SECTION 12.1. TOTAL OR PARTIAL TAKING. If all or a material portion of the Premises is taken by any lawful authority by exercise of the right of eminent domain, or sold to prevent a taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to the authority. In the event title to a portion of the Building or Project, other than the Premises, is taken or sold In lieu of taking, and if Landlord elects to restore the Building in such a way as to alter the Premises materially, either party may terminate this Lease, by written notice to the other party, effective on the date of vesting of title. In the event neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of a sufficient condemnation award, proceed to restore the Premises to substantially their condition prior to the taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which, Tenant is deprived on account of the taking and restoration. In the event of a taking, Landlord shall be entitled to the entire amount of the condemnation award without deduction for any estate or interest of Tenant; provided that nothing in this Section shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the taking authority.

SECTION 12.2. TEMPORARY TAKING. No temporary taking of the Premises shall terminate this Lease or give Tenant any right to abatement of rent, and any award specifically attributable to a temporary taking of the Premises shall belong entirely to Tenant. A temporary taking shall be deemed to be a taking of the use or occupancy of the Premises for a period of not to exceed ninety (90) days.

SECTION 12.3. TAKING OF PARKING AREA. In the event there shall be a taking of the parking area such that Landlord can no longer provide sufficient parking to comply with this Lease, Landlord may substitute reasonably equivalent parking in a location reasonably close to the Building; provided that if Landlord fails to make that substitution within ninety (90) days following the taking and if the taking materially impairs Tenant’s use and enjoyment of the Premises, Tenant may, at its option, terminate this Lease by written notice to Landlord. If this Lease is not so terminated by Tenant, there shall be no abatement of rent and this Lease shall continue in effect.

ARTICLE XIII. SUBORDINATION; ESTOPPEL CERTIFICATE

SECTION 13.1. SUBORDINATION. At the option of Landlord or any of Its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attom to the successor-in4nterest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all

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Instruments as may be required from time to time by Landlord or such beneficiary (Including without limitation any subordination, nondisturbance and attornment agreement In the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of Its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

SECTION 13.2. ESTOPPEL CERTIFICATE. Tenant shall, within ten (10) business days following written notice from Landlord, execute, acknowledge and deliver to Landlord, in any form that Landlord may reasonably require, a statement in writing in favor of Landlord and/or any prospective purchaser or encumbrancer of the Building (i) certifying that this Lease Is unmodified and in full force and effect (or, if modified, stating the nature of the modification and certifying that this Lease, as modified, is in full force and effect) and the dates to which the rental, additional rent and other charges have been paid in advance, if any, and (ii) acknowledging that, to Tenant’s knowledge, there are no uncured defaults on the part of Landlord, or specifying each default if any are claimed, and (III) setting forth all further information that Landlord may reasonably require. Tenant’s statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Building or Project. In addition to Landlord’s other rights and remedies, Tenant’s failure to deliver any estoppel statement within the provided time shall be conclusive upon Tenant that (i) this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) there are no uncured defaults In Landlord’s performance, and (iii) not more than one month’s rental has been paid in advance.

SECTION 13.3 LANDLORD’S WAIVER AND CONSENT. On or prior to execution of this Lease by Landlord, Landlord shall execute the Landlord’s Waiver and Consent in favor of Tenant’s lender, Merrill Lynch Capital in the form attached hereto as Exhibit G.

ARTICLE XIV. DEFAULTS AND REMEDIES

SECTION 14.1. TENANT’S DEFAULTS. In addition to any other event of default set forth in this Lease, the occurrence of any one or more of the following events shall constitute a default by Tenant:

(a)      The failure by Tenant to make any payment of rent required to be made by Tenant, as and when due, where the failure continues for a period of five (5) days after written notice from Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 as amended. For purposes of these default and remedies provisions, the term “additional rent” shall be deemed to include all amounts of any type whatsoever other than Basic Rent to be paid by Tenant pursuant to the terms of this Lease.

(b)    The assignment, sublease, encumbrance or other transfer of the Lease by Tenant, either voluntarily or by operation of law, whether by judgment, execution, transfer by intestacy or testacy, or other means, without the prior written consent of Landlord unless otherwise authorized herein.

(c)     The discovery by Landlord that any financial statement provided by Tenant, or by any affiliate, successor or guarantor of Tenant, was materially false.

(d)    The failure or inability by Tenant to observe or perform any of the covenants or provisions of this Lease to be observed or performed by Tenant, other than as specified in any other subsection of this Section, where the failure continues for a period of thirty (30) days after written notice from Landlord to Tenant; provided, however, that any such notice shall be In lieu of, and not In addition to, any notice required under California Code of Civil Procedure Section 1161 as amended. However, if the nature of the failure is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences the cure within thirty (30) days, and thereafter diligently pursues the cure to completion.

(e) (i) The making by Tenant of any general assignment for the benefit of creditors; (ii) the filing by or against Tenant of a petition to have Tenant adjudged a Chapter 7 debtor under the Bankruptcy Code or to have debts discharged or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same Is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, if possession is not restored to Tenant within thirty (30) days; (iv) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in

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this Lease, where the seizure is not discharged within thirty (30) days; or (v) Tenant’s convening of a meeting of its creditors for the purpose of effecting a moratorium upon or composition of its debts. Landlord shall not be deemed to have knowledge of any event described in this subsection unless notification In writing is received by Landlord, nor shall there be any presumption attributable to Landlord of Tenant’s insolvency. In the event that any provision of this subsection is contrary to applicable law, the provision shall be of no force or effect.

SECTION 14.2. LANDLORD’S REMEDIES.

(a)       In the event of any default by Tenant, then in addition to any other remedies available to Landlord, Landlord may exercise the following remedies:

(i) Landlord may terminate Tenant’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. Such termination shall not affect any accrued obligations of Tenant under this Lease. Upon termination, Landlord shall have the right to reenter the Premises and remove all persons and property. Landlord shall also be entitled to recover from Tenant:

(1)   The worth at the time of award of the unpaid rent and additional rent which had been earned at the time of termination;

(2)   The worth at the time of award of the amount by which the unpaid rent and additional rent which would have been earned after termination until the time of award exceeds the amount of such loss that Tenant proves could have been reasonably avoided;

(3)   The worth at the time of award of the amount by which the unpaid rent and additional rent for the balance of the Term after the time of award exceeds the amount of such loss that Tenant proves could be reasonably avoided;

(4)   Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform Its obligations under this Lease or which in the ordinary course of things would be likely to result from Tenant’s default, including, but not limited to, the cost of recovering possession of the Premises, commissions and other expenses of retelling, including necessary repair, renovation, Improvement and alteration of the Premises for a new tenant, reasonable attorneys’ fees, and any other reasonable costs; and

(5) At Landlord’s election, all other amounts in addition to or in lieu of the foregoing as may be permitted by law. The term “rent” as used in this Lease shall be deemed to mean the Basic Rent and all other sums required to be paid by Tenant to Landlord pursuant to the terms of this Lease, including without limitation any sums that may be owing from Tenant pursuant to Section 4.3 of this Lease. Any sum, other than Basic Rent, shall be computed on the basis of the average monthly amount accruing during the twenty-four (24) month period immediately prior to default, except that If it becomes necessary to compute such rental before the twenty-four (24) month period has occurred, then the computation shall be on the basis of the average monthly amount during the shorter period. As used in subparagraphs (1) and (2) above, the ‘worth at the time of award” shall be computed by allowing interest at the rate of ten percent (10%) per annum. As used in subparagraph (3) above, the “worth at the time of award” shall be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

(ii) Landlord may elect not to terminate Tenant’s right to possession of the Premises, in which event Landlord may continue to enforce all of its rights and remedies under this Lease, including the right to collect all rent as it becomes due. Efforts by the Landlord to maintain, preserve or relet the Premises, or the appointment of a receiver to protect the Landlord’s interests under this Lease, shall not constitute a termination of the Tenant’s right to possession of the Premises. In the event that Landlord elects to avail itself of the remedy provided by this subsection (ii), Landlord shall not unreasonably withhold Its consent to an assignment or subletting of the Premises subject to the reasonable standards for Landlord’s consent as are contained in this Lease.

(b) The various rights and remedies reserved to Landlord in this Lease or otherwise shall be cumulative and, except as otherwise provided by California law, Landlord may pursue any or all of its rights and remedies at the same time. No delay or omission of Landlord to exercise any right or remedy shall be construed as a waiver of the right or remedy or of any breach or default by Tenant The acceptance by Landlord of rent shall not be a (i) waiver of any preceding breach or default by Tenant of any provision of this Lease, other than the failure of Tenant to pay the particular rent accepted, regardless of Landlord’s knowledge of the preceding breach or default at the time of acceptance of rent, or (ii) a waiver of Landlord’s right to exercise any remedy available to Landlord by virtue of the breach or default. The acceptance of any payment from a debtor in possession, a trustee, a receiver or any other person acting on behalf of Tenant or Tenant’s estate shall not waive or cure a default under Section 14.1. No payment by Tenant or receipt by Landlord of a lesser amount than the rent required by this Lease shall be deemed to be other than a partial payment on account of the earliest due stipulated rent, nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction and Landlord shall accept the check or payment without prejudice to

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Landlord’s right to recover the balance of the rent or pursue any other remedy available to it. Tenant hereby waives any right of redemption or relief from forfeiture under California Code of Civil Procedure Section 1174 or 1179, or under any other present or future law, in the event this Lease is terminated by reason of any default by Tenant. No act or thing done by Landlord or Landlord’s agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless In writing and signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys to the Premises prior to the termination of this Lease, and the delivery of the keys to any employee shall not operate as a termination of the Lease or a surrender of the Premises.

SECTION 14.3. LATE PAYMENTS.

(a)      Any rent due under this Lease that is not paid to Landlord within five (5) days of the date when due shall bear Interest at the maximum rate permitted by law from the date due until fully paid. The payment of interest shall not cure any default by Tenant under this Lease. In addition, Tenant acknowledges that the late payment by Tenant to Landlord of rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult and impracticable to ascertain. Those costs may include, but are not limited to, administrative, processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any ground lease, mortgage or trust deed covering the Premises. Accordingly, if any rent due from Tenant shall not be received by Landlord or Landlord’s designee within five (5) days after the date due, then Tenant shall pay to Landlord, in addition to the interest provided above, a late charge for each delinquent payment equal to the greater of (I) five percent (5%) of that delinquent payment or (ii) One Hundred Dollars ($100.00). Acceptance of a late charge by Landlord shall not constitute a waiver of Tenant’s default with respect to the overdue amount, nor shall it prevent Landlord from exercising any of its other rights and remedies.

(b)      Following each second consecutive installment of Basic Rent that Is not paid within five (5) days following notice of nonpayment from Landlord, Landlord shall have the option to require that beginning with the first payment of Basic Rent next due, Basic Rent shall no longer be paid in monthly Installments but shall be payable quarterly three (3) months in advance. Should Tenant deliver to Landlord, at any time during the Term, two (2) or more insufficient checks, the Landlord may require that all monies then and thereafter due from Tenant be paid to Landlord by cashier’s check.

SECTION 14.4. RIGHT OF LANDLORD TO PERFORM. All covenants and agreements to be performed by Tenant under this Lease shall be performed at Tenant’s sole cost and expense and without any abatement of rent or right of set-off. If Tenant fails to pay any sum of money, or falls to perform any other act on its part to be peifunlied under this Lease, and the failure continues beyond any applicable grace or cure period set forth in Section 14.1, then in addition to any other available remedies, Landlord may, at Its election, make the payment or perform the other act on Tenant’s part. Landlord’s election to make the payment or perform the act on Tenant’s part shall not give rise to any responsibility of Landlord to continue making the same or similar payments or performing the same or similar acts. Tenant shall, promptly upon demand by Landlord, reimburse Landlord for all sums paid by Landlord and all necessary incidental costs, together with interest at the maximum rate permitted by law from the date of the payment by Landlord.

SECTION 14.5. DEFAULT BY LANDLORD. Landlord shall not be deemed to be in default In the performance of any obligation under this Lease unless and until it has failed to perform the obligation within thirty (30) days after written notice by Tenant to Landlord specifying in reasonable detail the nature and extent of the failure; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed to be in default if it commences performance within the thirty (30) day period and thereafter diligently pursues the cure to completion.

SECTION 14.6. EXPENSES AND LEGAL FEES. Should either Landlord or Tenant bring any action in connection with this Lease, the prevailing party shall be entitled to recover as a part of the action its reasonable attorneys’ fees, and all other costs. The prevailing party for the purpose of this paragraph shall be determined by the trier of the facts.

SECTION 14.7. WAIVER OF JURY TRIAL/JUDICIAL REFERENCE.

(a)     LANDLORD AND TENANT EACH ACKNOWLEDGES THAT IT IS AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHT TO TRIAL BY JURY, AND EACH PARTY DOES HEREBY EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER (AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBSIDIARY OR AFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE.

(b)    IN THE EVENT THAT THE JURY WAIVER PROVISIONS OF SECTION 14.7(a) ARE NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN THE PROVISIONS OF THIS SECTION

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14.7(b) SHALL APPLY. IT IS THE DESIRE AND INTENTION OF THE PARTIES TO AGREE UPON A MECHANISM AND PROCEDURE UNDER WHICH CONTROVERSIES AND DISPUTES ARISING OUT OF THIS LEASE OR RELATED TO THE PREMISES WILL BE RESOLVED IN A PROMPT AND EXPEDITIOUS MANNER. ACCORDINGLY, EXCEPT WITH RESPECT TO ACTIONS FOR UNLAWFUL OR FORCIBLE DETAINER OR WITH RESPECT TO THE PREJUDGMENT REMEDY OF ATTACHMENT, ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER (AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBSIDIARY OR AFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANT’S USE OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE, SHALL BE HEARD AND RESOLVED BY A REFEREE UNDER THE PROVISIONS OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, SECTIONS 638 — 645.1, INCLUSIVE (AS SAME MAY BE AMENDED, OR ANY SUCCESSOR STATUTE(S) THERETO) (THE “REFEREE SECTIONS”). ANY FEE TO INITIATE THE JUDICIAL REFERENCE PROCEEDINGS SHALL BE PAID BY THE PARTY INITIATING SUCH PROCEDURE; PROVIDED HOWEVER, THAT THE COSTS AND FEES, INCLUDING ANY INITIATION FEE, OF SUCH PROCEEDING SHALL ULTIMATELY BE BORNE IN ACCORDANCE WITH SECTION 14.6 ABOVE. THE VENUE OF THE PROCEEDINGS SHALL BE IN THE COUNTY IN WHICH THE PREMISES ARE LOCATED. WITHIN TEN (10) DAYS OF RECEIPT BY ANY PARTY OF A WRITTEN REQUEST TO RESOLVE ANY DISPUTE OR CONTROVERSY PURSUANT TO THIS SECTION 14.7(b), THE PARTIES SHALL AGREE UPON A SINGLE REFEREE WHO SHALL TRY ALL ISSUES, WHETHER OF FACT OR LAW, AND REPORT A FINDING AND JUDGMENT ON SUCH ISSUES AS REQUIRED BY THE REFEREE SECTIONS. IF THE PARTIES ARE UNABLE TO AGREE UPON A REFEREE WITHIN SUCH TEN (10) DAY PERIOD, THEN ANY PARTY MAY THEREAFTER FILE A LAWSUIT IN THE COUNTY IN WHICH THE PREMISES ARE LOCATED FOR THE PURPOSE OF APPOINTMENT OF A REFEREE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 AND 640, AS SAME MAY BE AMENDED OR ANY SUCCESSOR STATUTE(S) THERETO. IF THE REFEREE IS APPOINTED BY THE COURT, THE REFEREE SHALL BE A NEUTRAL AND IMPARTIAL RETIRED JUDGE WITH SUBSTANTIAL EXPERIENCE IN THE RELEVANT MATTERS TO BE DETERMINED, FROM JAMS/ENDISPUTE, INC., THE AMERICAN ARBITRATION ASSOCIATION OR SIMILAR MEDIATION/ARBITRATION ENTITY. THE PROPOSED REFEREE MAY BE CHALLENGED BY ANY PARTY FOR ANY OF THE GROUNDS LISTED IN SECTION 641 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, AS SAME MAY BE AMENDED OR ANY SUCCESSOR STATUTE(S) THERETO. THE REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES OF FACT AND LAW AND REPORT HIS OR HER DECISION ON SUCH ISSUES, AND TO ISSUE ALL RECOGNIZED REMEDIES AVAILABLE AT LAW OR IN EQUITY FOR ANY CAUSE OF ACTION THAT IS BEFORE THE REFEREE, INCLUDING AN AWARD OF ATTORNEYS’ FEES AND COSTS IN ACCORDANCE WITH CALIFORNIA LAW. THE REFEREE SHALL NOT, HOWEVER, HAVE THE POWER TO AWARD PUNITIVE DAMAGES, AND THE PARTIES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SUCH DAMAGES. THE REFEREE SHALL OVERSEE DISCOVERY AND MAY ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE, WITH RIGHTS TO REGULATE DISCOVERY AND TO ISSUE AND ENFORCE SUBPOENAS, PROTECTIVE ORDERS AND OTHER LIMITATIONS ON DISCOVERY AVAILABLE UNDER CALIFORNIA LAW; PROVIDED, HOWEVER, THAT THE REFEREE SHALL LIMIT DISCOVERY TO THAT WHICH IS ESSENTIAL TO THE EFFECTIVE PROSECUTION OR DEFENSE OF THE ACTION, AND IN NO EVENT SHALL DISCOVERY BY EITHER PARTY INCLUDE MORE THAN ONE NON-EXPERT WITNESS DEPOSITION UNLESS BOTH PARTIES OTHERWISE AGREE. THE REFERENCE PROCEEDING SHALL BE CONDUCTED IN ACCORDANCE WITH CALIFORNIA LAW (INCLUDING THE RULES OF EVIDENCE), AND IN ALL REGARDS, THE REFEREE SHALL FOLLOW CALIFORNIA LAW APPLICABLE AT THE TIME OF THE REFERENCE PROCEEDING. IN ACCORDANCE WITH SECTION 644 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, THE DECISION OF THE REFEREE UPON THE WHOLE ISSUE MUST STAND AS THE DECISION OF THE COURT, AND UPON THE FILING OF THE STATEMENT OF DECISION WITH THE CLERK OF THE COURT, OR WITH THE JUDGE IF THERE IS NO CLERK, JUDGMENT MAY BE ENTERED THEREON IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE PARTIES SHALL PROMPTLY AND DILIGENTLY COOPERATE WITH ONE ANOTHER AND THE REFEREE, AND SHALL PERFORM SUCH ACTS AS MAY BE NECESSARY TO OBTAIN A PROMPT AND EXPEDITIOUS RESOLUTION OF THE DISPUTE OR CONTROVERSY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 14.7(b). TO THE EXTENT THAT NO PENDING LAWSUIT HAS BEEN FILED TO OBTAIN THE APPOINTMENT OF A REFEREE, ANY PARTY, AFTER THE ISSUANCE OF THE DECISION OF THE REFEREE, MAY APPLY TO THE COURT OF THE COUNTY IN WHICH THE PREMISES ARE LOCATED FOR CONFIRMATION BY THE COURT OF THE DECISION OF THE REFEREE IN THE SAME MANNER AS A PETITION FOR CONFIRMATION OF AN ARBITRATION AWARD PURSUANT TO CODE OF CIVIL PROCEDURE SECTION 1285 ET SEQ. (AS SAME MAY BE AMENDED OR ANY SUCCESSOR STATUTE(S) THERETO).

ARTICLE XV. END OF TERM

SECTION 15.1. HOLDING OVER. This Lease shall terminate without further notice upon the Expiration Date, and any holding over by Tenant after the Expiration Date shall not constitute a

renewal or extension of this Lease, or give Tenant any rights under this Lease, except when in writing signed by both parties. If Tenant holds over for any period after the expiration (or earlier termination) of the Term, Landlord may, at its option, treat Tenant as a tenant at sufferance only, commencing on the first on day following the termination of this Lease. However, should Landlord accept the payment of monthly hold-over rent by Tenant, then a month-to-month tenancy shall be deemed effected and neither party shall terminate this Lease without thirty (30) days prior written notice to the other party. Any hold-over by Tenant shall be subject to all of the terms of this Lease, except that during the first ninety (90) days of such holdover, the monthly rental shall be one hundred fifty percent (150%) of the total monthly rental for the month Immediately preceding the date of termination. After the initial ninety (90) days of such holdover, the monthly rental shall be increased to two hundred percent (200%) of the total monthly rental for the month immediately preceding the date of termination, subject to Landlord’s right to modify same upon thirty (30) days notice to Tenant. The acceptance by Landlord of monthly hold-over rental in a lesser amount shall not constitute a waiver of Landlord’s right to recover the full amount due unless otherwise agreed in writing by Landlord. If Tenant fails to surrender the Premises within thirty (30) days following notice from Landlord despite demand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless from all loss or liability, Including without limitation, any claims made by any succeeding tenant relating to such failure to surrender. The foregoing provisions of this Section are in addition to and do not affect Landlord’s right of re-entry or any other rights of Landlord under this Lease or at law.

SECTION 15.2. MERGER ON TERMINATION. The voluntary or other surrender of this Lease by Tenant, or a mutual termination of this Lease, shall terminate any or all existing subleases unless Landlord, at its option, elects in writing to treat the surrender or termination as an assignment to it of any or all subleases affecting the Premises.

SECTION 15.3. SURRENDER OF PREMISES; REMOVAL OF PROPERTY. Upon the Expiration Date or upon any earlier termination of this Lease, Tenant shall quit and surrender possession of the Premises to Landlord in as good order, condition and repair as when received or as hereafter may be improved by Landlord or Tenant, reasonable wear and tear, casualty and repairs which are Landlord’s obligation excepted, and shall remove or fund to Landlord the cost of removing all wallpapering and voice and/or data transmission cabling installed by or for Tenant, together with all personal property and debris, except for any items that Landlord may by written authorization allow to remain. Tenant shall repair all damage to the Premises resulting from the removal and restore the affected area to its pre-existing condition, reasonable wear and tear and casualty excepted, provided that Landlord may instead elect to repair any structural damage at Tenant’s expense. If Tenant shall fail to comply with the provisions of this Section, Landlord may effect the removal and/or make any repairs, and the cost to Landlord shall be additional rent payable by Tenant upon demand. If requested by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an instrument in writing releasing and quitclaiming to Landlord all right, title and interest of Tenant in the Premises.

ARTICLE XVI. PAYMENTS AND NOTICES

All sums payable by Tenant to Landlord shall be paid, without deduction or offset, in lawful money of the United States to Landlord at Its address set forth in Item 13 of the Basic Lease Provisions, or at any other place as Landlord may designate in writing. Unless this Lease expressly provides otherwise, as for example in the payment of rent pursuant to Section 4.1, all payments shall be due and payable within ftve (5) days after demand. All payments requiring proration shall be prorated on the basis of the number of days in the pertinent calendar month or year, as applicable. Any notice, election, demand, consent, approval or other communication to be given or other document to be delivered by either party to the other may be delivered to the other party, at the address set forth in Item 13 of the Basic Lease Provisions, by personal service or electronic facsimile transmission, or by any courier or ‘overnight” express mailing service, or may be deposited in the United States mail, postage prepaid. Either party may, by written notice to the other, served in the manner provided in this Article, designate a different address. If any notice or other document is sent by mail, It shall be deemed served or delivered three (3) business days after mailing or, if sooner, upon actual receipt. The refusal to accept delivery of a notice, or the inability to deliver the notice (whether due to a change of address for which notice was not duly given or other good reason), shall be deemed delivery and receipt of the notice as of the date of attempted delivery. If more than one person or entity is named as Tenant under this Lease, service of any notice upon any one of them shall be deemed as service upon all of them.

ARTICLE XVII. RULES AND REGULATIONS

Tenant agrees to comply with the Rules and Regulations attached as Exhibit E, and any reasonable and nondiscriminatory amendments, modifications and/or additions as may be adopted and published by written notice to tenants by Landlord for the safety, care, security, good order, or cleanliness of the Premises, Building, Project and/or Common Areas. Landlord shall not be liable to Tenant for any violation of the Rules and Regulations or the breach of any covenant or condition in any lease or any other act or conduct by any other tenant, and the same shall not constitute a constructive eviction hereunder. One or more waivers by Landlord of any breath of the Rules and Regulations by

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Tenant or by any other tenant(s) shall not be a waiver of any subsequent breach of that rule or any other. Tenant’s failure to keep and observe the Rules and Regulations shall constitute a default under this Lease. In the case of any conflict between the Rules and Regulations and this Lease, this Lease shall be controlling. Landlord will use commercially reasonable efforts to enforce the Rules and Regulations in a non-discriminatory manner.

ARTICLE XVIII. BROKER’S COMMISSION

The parties recognize as the broker(s) who negotiated this Lease the firm(s) whose name(s) is (are) stated in Item 10 of the Basic Lease Provisions, and agree that Landlord shall be responsible for the payment of brokerage commissions to those broker(s) unless otherwise provided in this Lease. It is understood that Landlord’s Broker represents only Landlord In this transaction and Tenant’s Broker (if any) represents only Tenant Each party warrants that it has had no dealings with any other real estate broker or agent in connection with the negotiation of this Lease, and agrees to indemnify and hold the other party harmless from any cost, expense or liability (including reasonable attorneys’ fees) for any compensation, commissions or charges claimed by any other real estate broker or agent employed or claiming to represent or to have been employed by the indemnifying party In connection with the negotiation of this Lease. The foregoing agreement shall survive the termination of this Lease.

ARTICLE XIX. TRANSFER OF LANDLORD’S INTEREST

In the event of any transfer of Landlord’s interest in the Premises, the transferor shall be automatically relieved of all obligations on the part of Landlord accruing under this Lease from and after the data of the transfer, provided that Tenant is duly notified of the transfer. Any funds held by the transferor in which Tenant has an interest shall be turned over, subject to that interest, to the transferee. No holder of a mortgage and/or deed of trust to which this Lease is or may be subordinate shall be responsible in connection with the Security Deposit unless the mortgagee or holder of the deed of trust actually receives the Security Deposit. It is intended that the covenants and obligations contained in this Lease on the part of Landlord shall, subject to the foregoing, be binding on Landlord, its successors and assigns, only during and in respect to their respective successive periods of ownership.

ARTICLE XX INTERPRETATION

SECTION 20.1. GENDER AND NUMBER. Whenever the context of this Lease requires, the words ‘Landlord” and “Tenant’ shall include the plural as well as the singular, and words used in neuter, masculine or feminine genders shall include the others.

SECTION 20.2. HEADINGS. The captions and headings of the articles and sections of this Lease are for convenience only, are not a part of this Lease and shall have no effect upon its construction or interpretation.

SECTION 20.3. JOINT AND SEVERAL LIABILITY. If more than one person or entity is named as Tenant, the obligations imposed upon each shall be joint and several and the act of or notice from, or notice or refund to, or the signature of, any one or more of them shall be binding on all of them with respect to the tenancy of this Lease, including, but not limited to, any renewal, extension, termination or modification of this Lease.

SECTION 20.4. SUCCESSORS. Subject to Articles IX and XIX, all rights and liabilities given to or imposed upon Landlord and Tenant shall extend to and bind their respective heirs, executors, administrators, successors and assigns. Nothing contained in this Section is intended, or shall be construed, to grant to any person other than Landlord and Tenant and their successors and assigns any rights or remedies under this Lease.

SECTION 20.5. TIME OF ESSENCE. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor.

SECTION 20.6. CONTROLLING LAW/VENUE. This Lease shall be governed by and interpreted in accordance with the laws of the State of California. Should any litigation be commenced between the parties in connection with this Lease, such action shall be prosecuted in the applicable State Court of California in the county in which the Building is located.

SECTION 20.7. SEVERABILITY. If any term or provision of this Lease, the deletion of which would not adversely affect the receipt of any material benefit by either party or the deletion of which is consented to by the party adversely affected, shall be held invalid or unenforceable to any extent, the

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remainder of this Lease shall not be affected and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.

SECTION 20.8. WAIVER. One or more waivers by Landlord or Tenant of any breach of any term, covenant or condition contained in this Lease shall not be a waiver of any subsequent breach of the same or any other term, covenant or condition. Consent to any act by one of the parties shall not be deemed to render unnecessary the obtaining of that party’s consent to any subsequent act. No breach of this Lease shall be deemed to have been waived unless the waiver is in a writing signed by the waiving party.

SECTION 20.9. INABILITY TO PERFORM. In the event that either party shall be delayed or hindered in or prevented from the performance of any work or in performing any act required under this Lease by reason of any cause beyond the reasonable control of that party, then the performance of the work or the doing of the act shall be excused for the period of the delay and the time for performance shall be extended for a period equivalent to the period of the delay. The provisions of this Section shall not operate to excuse Tenant from the prompt payment of rent.

SECTION 20.10. ENTIRE AGREEMENT. This Lease and its exhibits and other attachments cover in full each and every agreement of every kind between the parties concerning the Premises, the Building, and the Project, and all preliminary negotiations, oral agreements, understandings and/or practices, except those contained in this Lease, are superseded and of no further effect. Tenant waives its rights to rely on any representations or promises made by Landlord or others which are not contained in this Lease. No verbal agreement or implied covenant shall be held to modify the provisions of this Lease, any statute, law, or custom to the contrary notwithstanding.

SECTION 20.11. QUIET ENJOYMENT. Upon the observance and performance of all the covenants, terms and conditions on Tenant’s part to be observed and performed, and subject to the other provisions of this Lease, Tenant shall have the right of quiet enjoyment and use of the Premises for the Term without hindrance or interruption by Landlord or any other person claiming by or through Landlord.

SECTION 20.12. SURVIVAL. All covenants of Landlord or Tenant which reasonably would be intended to survive the expiration or sooner termination of this Lease, including without limitation any warranty or indemnity hereunder, shall so survive and continue to be binding upon and inure to the benefit of the respective parties and their successors and assigns.

ARTICLE XXI. EXECUTION AND RECORDING

SECTION 21.1. COUNTERPARTS. This Lease may be executed in one or more counterparts, each of which shall constitute an original and all of which shall be one and the same agreement.

SECTION 21.2. CORPORATE AND PARTNERSHIP AUTHORITY. If Tenant is a corporation, limited liability company or partnership, each individual executing this Lease on behalf of the entity represents and warrants that he is duly authorized to execute and deliver this Lease and that this Lease is binding upon the corporation, limited liability company or partnership in accordance with its terms. Tenant shall, at Landlord’s request, deliver a certified copy of its organizational documents or an appropriate certificate authorizing or evidencing the execution of this Lease.

SECTION 21.3. EXECUTION OF LEASE; NO OPTION OR OFFER. The submission of this Lease to Tenant shall be for examination purposes only, and shall not constitute an offer to or option for Tenant to lease the Premises. Execution of this Lease by Tenant and its return to Landlord shall not be binding upon Landlord, notwithstanding any time interval, until Landlord has In fact executed and delivered this Lease to Tenant, it being intended that this Lease shall only become effective upon execution by Landlord and delivery of a fully executed counterpart to Tenant.

SECTION 21.4. RECORDING. Tenant shall not record this Lease without the prior written consent of Landlord. Tenant, upon the request of Landlord, shall execute and acknowledge a “short form” memorandum of this Lease for recording purposes.

SECTION 21.5. AMENDMENTS. No amendment or mutual termination of this Lease shall be effective unless in writing signed by authorized signatories of Tenant and Landlord, or by their respective successors in interest. No actions, policies, oral or informal arrangements, business dealings or other course of conduct by or between the parties shall be deemed to modify this Lease In any respect.

ARTICLE XXII. MISCELLANEOUS

SECTION 22.1. NONDISCLOSURE OF LEASE TERMS. Tenant acknowledges and agrees that the terms of this Lease are confidential and constitute proprietary information of Landlord.

Disclosure of the terms could adversely affect the ability of Landlord to negotiate other leases and impair Landlord’s relationship with other tenants. Accordingly, Tenant agrees that it, and its partners, officers, directors, employees and attorneys, shall not intentionally and voluntarily disclose the terms and conditions of this Lease to any other tenant or apparent prospective tenant of the Building or Project, either directly or indirectly, without the prior written consent of Landlord, provided, however, that Tenant may disclose the terms to prospective subtenants or assignees under this Lease or pursuant to any legal requirement.

SECTION 22.2. REPRESENTATIONS BY TENANT. The application, financial statements and tax returns, if any, submitted and certified to by Tenant as an accurate representation of its financial condition have been prepared, certified and submitted to Landlord as an inducement and consideration to Landlord to enter into this Lease. The application and statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of the date of execution of this Lease by Tenant. Tenant shall, no more often than once a calendar year, during the Term promptly furnish Landlord with current annual financial statements accurately reflecting Tenant’s financial condition upon written request from Landlord.

SECTION 22.3. CHANGES REQUESTED BY LENDER. If, in connection with obtaining financing for the Building, the lender shall request reasonable modifications in this Lease as a condition to the financing, Tenant will not unreasonably withhold or delay its consent, provided that the modifications do not materially increase the obligations of Tenant or materially and adversely affect the leasehold interest created by this Lease.

SECTION 22.4. MORTGAGEE PROTECTION. No act or failure to act on the part of Landlord which would otherwise entitle Tenant to be relieved of its obligations hereunder or to terminate this Lease shall result In such a release or termination unless (a) Tenant has given notice by registered or certified mail to any beneficiary of a deed of trust or mortgage covering the Building whose address has been furnished to Tenant and (b) such beneficiary is afforded a reasonable opportunity to cure the default by Landlord, including, if necessary to effect the cure, time to obtain possession of the Building by power of sale or judicial foreclosure provided that such foreclosure remedy is diligently pursued.

SECTION 22.5. SDN UST. Tenant hereby represents and warrants that neither Tenant nor any officer, director, employee, partner, member or other principal of Tenant (collectively, “Tenant Parties”) is listed as a Specially Designated National and Blocked Person (“SDN”) on the list of such persons and entities issued by the U.S. Treasury Office of Foreign Assets Control (OFAC). In the event Tenant or any Tenant Party is or becomes listed as an SDN, Tenant shall be deemed in breach of this Lease and Landlord shall have the right to terminate this Lease Immediately upon written notice to Tenant.

SECTION 22.6. DISCLOSURE STATEMENT. Tenant acknowledges that it has read, understands and, if applicable, shall comply with the provisions of Exhibit F to this Lease, if that Exhibit is attached.

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SECTION 22.7. TERMINATION OF EXISTING LEASE. Landlord and Tenant are currently parties to an office space lease dated July 18, 2002, for space located at 610 Newport Center Drive, Suite 350, Newport Beach, California, which lease was amended by a First Amendment to Lease dated July 21, 2005, wherein the location of the premises was changed to New Suite 350 (“New Suite 3501 (as defined therein), a Second Amendment to Lease dated September 19, 2005, wherein approximately 1,174 rentable square feet of space was added to New Suite 350, and a Third Amendment to Lease dated November 1, 2006, wherein Suite 100 was added to the premises (as amended, the “Existing Lease”). It is understood that the Existing Lease with respect to Suite 100 is currently scheduled to expire at midnight on January 31, 2008, and with respect to New Suite 350 is currently scheduled to expire at midnight on November 30, 2010. The parties agree that the Existing Lease with respect to Suite 100 only shall terminate effective as of midnight on the day preceding the Commencement Date of this Lease and that Tenant shall completely vacate Suite 100 and shall remove all property therefrom on that date in accordance with the provisions of Section 15.3 of the Existing Lease; provided that such termination shall not relieve Tenant of (a) any accrued obligation or liability under the Existing Lease with respect to Suite 100 as of said termination date, or (b) any obligation under the Existing Lease with respect to Suite 100 which was reasonably intended to survive the expiration or termination thereof. Any advance rental paid by Tenant under the Existing Lease with respect to Suite 100 shall be rebated by Landlord. Landlord and Tenant agree that the remaining rights and obligations of the parties under the Existing Lease shall terminate in their entirety, effective as of midnight on April 30, 2008, provided that such termination shall not relieve Tenant of (a) any accrued obligation or liability under the Lease with respect to New Suite 350 as of said termination date, or (b) any obligation under the Lease with respect to New Suite 350 which was reasonably intended to survive the expiration or termination thereof. Tenant understands and agrees that it shall completely vacate New Suite 350 by midnight on April 30, 2008 and shall remove all property therefrom in accordance with the provisions of Section 15.3 of the Existing Lease.

LANDLORD:		TENANT:
THE IRVINE COMPANY LLC		ONCURE MEDICAL CORP.
By:	/s/ Steven M. Case	By:	/s/ David S. Chernow
	Steven M. Case		David S. Chernow
	Senior Vice President, Leasing,		Chief Executive Officer
	Office Properties
By:	/s/ Steven E. Claton	By:	/s/ Russell D. Phillips, Jr.
	Steven E. Claton		Russell D. Phillips, Jr.
	Vice President, Operations,		Executive Vice President,
	Office Properties		General Counsel/Secretary

THE IRVINE COMPANY

18100 Von Karman Avenue
Suite 450

Stevenson Systems, Inc.

61985-2007 All Rights Reserved

EXHIBIT A

EXHIBIT B

UTILITIES AND SERVICES

The following standards for utilities and services shall be in effect at the Building. Landlord reserves the right to adopt nondiscriminatory modifications and additions to these standards. In the case of any conflict between these standards and the Lease, the Lease shall be controlling. Subject to all of the provisions of the Lease, including but not limited to the restrictions contained in Section 6.1, the following shall apply:

1.     Landlord shall make available to the Premises during the hours of 8:00 a.m. to 6:00 p.m., Monday through Friday, and if requested by Tenant on a week-by-week basis, from 8:00 a.m. to 1:00 p.m. on Saturday (“Building Hours”), generally recognized national holidays excepted, reasonable HVAC services. Subject to the provisions set forth below, Landlord shall also furnish the Building with elevator service (if applicable), reasonable amounts of electric current for normal lighting by Landlord’s standard overhead fluorescent and incandescent fixtures and for the operation of office equipment consistent in type and quantity with that utilized by typical office tenants of the Building and Project, and water for lavatory purposes. Tenant will not, without the prior written consent of Landlord, connect any apparatus, machine or device with water pipes or electric current (except through existing electrical outlets in the Premises) for the purpose of using electric current or water. Because the Building systems have been designed for normal occupancy of approximately four persons per one thousand usable square feet, Tenant understands that excess occupancy of the Premises may result in excessive use of power and other services and may inhibit the efficient cooling of the Premises. This paragraph shall at all times be subject to applicable governmental regulations.

2.   Upon written request from Tenant delivered to Landlord at least 24 hours prior to the period for which service is requested, but during normal business hours, Landlord will provide any of the foregoing building services to Tenant at such times when such services are not otherwise available. Tenant agrees to pay Landlord for those after-hour services at rates that Landlord may establish from time to time. If Tenant requires electric current in excess of that which Landlord is obligated to furnish under this Exhibit B, Tenant shall first obtain the consent of Landlord, and Landlord may cause an electric current meter to be installed in the Premises to measure the amount of electric current consumed. The cost of installation, maintenance and repair of the meter shall be paid for by Tenant, and Tenant shall reimburse Landlord promptly upon demand for all electric current consumed for any special power use as shown by the meter. The reimbursement shall be at the rates charged for electrical power by the local public utility furnishing the current, plus any additional expense incurred in keeping account of the electric current consumed.

3.     Landlord shall furnish water for drinking, personal hygiene and lavatory purposes only. If Tenant requires or uses water for any purposes in addition to ordinary drinking, cleaning and lavatory purposes, Landlord may, in its discretion, install a water meter to measure Tenant’s water consumption. Tenant shall pay Landlord for the cost of the meter and the cost of its installation, and for consumption throughout the duration of Tenant’s occupancy. Tenant shall keep the meter and installed equipment in good working order and repair at Tenant’s own cost and expense, in default of which Landlord may cause the meter to be replaced or repaired at Tenant’s expense. Tenant agrees to pay for water consumed, as shown on the meter and when bills are rendered, and on Tenant’s default in making that payment Landlord may pay the charges on behalf of Tenant. Any costs or expenses or payments made by Landlord for any of the reasons or purposes stated above shall be deemed to be additional rent payable by Tenant to Landlord upon demand.

4.   In the event that any utility service to the Premises is separately metered or billed to Tenant, Tenant shall pay all charges for that utility service to the Premises and the cost of furnishing the utility to tenant suites shall be excluded from the Operating Expenses as to which reimbursement from Tenant is required in the Lease. If any utility charges are not paid when due Landlord may pay them, and any amounts paid by Landlord shall immediately become due to Landlord from Tenant as additional rent. If Landlord elects to furnish any utility service to the Premises, Tenant shall purchase its requirements of that utility from Landlord as long as the rates charged by Landlord do not exceed those which Tenant would be required to pay if the utility service were furnished it directly by a public utility.

5. Landlord shall provide janitorial services five days per week, equivalent to that furnished in comparable buildings, and window washing as reasonably required; provided, however, that Tenant shall pay for any additional or unusual janitorial services required by reason of any nonstandard improvements in the Premises, including without limitation wall coverings and floor coverings installed by or for Tenant, or by reason of any use of Premises other than exclusively as offices. The cleaning services provided by Landlord shall also exclude refrigerators, eating utensils (plates, drinking containers and silverware), and interior glass partitions. Tenant shall pay to Landlord the cost of removal of any of Tenant’s refuse and rubbish, to the extent that they exceed the refuse and rubbish usually attendant with general office usage.

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6.   Tenant shall have access to the Building 24 hours per day, 7 days per week, 52 weeks per year provided that Landlord may install access control systems as it deems advisable for the Building. Such systems may, but need not, include full or part-time lobby supervision, the use of a sign-in sign-out log, a card identification access system, building parking and access pass system, closing hours procedures, access control stations, fire stairwell exit door alarm system, electronic guard system, mobile paging system, elevator control system or any other access controls. In the event that Landlord elects to provide any or all of those services, Landlord may discontinue providing them at any time with or without notice. Landlord may impose a reasonable charge for access control cards and/or keys Issued to Tenant. Landlord shall have no liability to Tenant for the provision by Landlord of improper access control services, for any breakdown in service, or for the failure by Landlord to provide access control services. Tenant further acknowledges that Landlord’s access systems may be temporarily inoperative during building emergency and system repair periods. Tenant agrees to assume responsibility for compliance by its employees with any regulations established by Landlord with respect to any card key access or any other system of building access as Landlord may establish. Tenant shall be liable to Landlord for any loss or damage resulting from its or its employees use of any access system.

7.     The costs of operating, maintaining and repairing any supplemental air conditioning unit serving only the Premises shall be borne solely by Tenant. Such costs shall include all metered electrical charges as described above in this Exhibit, together with the cost, as reasonably estimated by Landlord, to supply cooling water or other means of heat dissipation for the unit. Should Tenant desire to install such a unit, the plans and specifications must be submitted in advance to Landlord and approved in writing by Landlord. Such installation shall be at Tenant’s sole expense and shall include installation of a separate meter for the operation of the unit. Landlord may require Tenant to remove at Lease expiration any such unit installed by or for Tenant and to repair any resulting damage to the Premises or Building.

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EXHIBIT C

PARKING

The following parking regulations shall be In effect at the Building. Landlord reserves the right to adopt reasonable, nondiscriminatory modifications and additions to the regulations by written notice to Tenant. In the case of any conflict between these regulations and the Lease, the Lease shall be controlling.

1.Landlord agrees to maintain, or cause to be maintained, an automobile parking area (“Parking Area”) in reasonable proximity to the Building for the benefit and use of the visitors and patrons and, except as otherwise provided, employees of Tenant, and other tenants and occupants of the Building. The Parking Area shall include, whether in a surface parking area or a parking structure, the automobile parking stalls, driveways, entrances, exits, sidewalks and attendant pedestrian passageways and other areas designated for parking. Landlord shall have the right and privilege of determining the nature and extent of the automobile Parking Area, whether it shall be surface, underground or other structure, and of making such changes to the Parking Area from time to time which in its opinion are desirable and for the best Interests of all persons using the Parking Area. Landlord shall keep the Parking Area in a neat, clean and orderly condition, and shall repair any damage to its facilities. Landlord shall not be liable for any damage to motor vehicles of visitors or employees, for any loss of property from within those motor vehicles, or for any Injury to Tenant, its visitors or employees, unless ultimately determined to be caused by the sole active negligence or willful misconduct of Landlord. Unless otherwise Instructed by Landlord, every parker shall park and lock his or her own motor vehicle. Landlord shall also have the right to establish, and from time to time amend, and to enforce against all users of the Parking Area all reasonable rules and regulations (including the designation of areas for employee parking) as Landlord may deem necessary and advisable for the proper and efficient operation and maintenance of the Parking Area. Garage managers or attendants are not authorized to make or allow any exceptions to these regulations.

2.Landlord may, if it deems advisable in its sole discretion, charge for parking and may establish for the Parking Area a system or systems of permit parking for Tenant, its employees and Its visitors, which may include, but not be limited to, a system of charges against nonvalidated parking, verification of users, a set of regulations governing different parking locations, and an allotment of reserved or nonreserved parking spaces based upon the charges paid and the identity of users. In no event shall Tenant or Its employees park in reserved stalls leased to other tenants or in stalls within designated visitor parking zones, nor shall Tenant or its employees utilize more than the number of parking stalls allotted in this Lease to Tenant. It is understood that Landlord shall not have any obligation to cite improperly parked vehicles or otherwise attempt to enforce reserved parking rules during hours when parking attendants are not present at the Parking Area. Tenant shall comply with such system in its use (and in the use of its visitors, patrons and employees) of the Parking Area, provided, however, that the system and rules and regulations shall apply to all persons entitled to the use of the Parking Area, and all charges to Tenant for use of the Parking Area shall be no greater than Landlord’s then current scheduled charge for parking.

3.Tenant shall, upon request of Landlord from time to time, furnish Landlord with a list of its employees’ names and of Tenant’s and Its employees’ vehicle license numbers. Tenant agrees to acquaint its employees with these regulations and assumes responsibility for compliance by its employees with these parking provisions, and shall be liable to Landlord for all unpaid parking charges incurred by its employees. Any amount due from Tenant shall be deemed additional rent Tenant authorizes Landlord to tow away from the Building any vehicle belonging to Tenant or Tenant’s employees parked in violation of these provisions, and/or to attach violation stickers or notices to those vehicles. In the event Landlord elects or is required to limit or control parking by tenants, employees, visitors or invitees of the Building, whether by validation of parking tickets, parking meters or any other method of assessment, Tenant agrees to participate in the validation or assessment program under reasonable rules and regulations as are established by Landlord and/or any applicable governmental agency.

4.Landlord may establish an identification system for vehicles of Tenant and its employees which may consist of stickers, magnetic parking cards or other parking access devices supplied by Landlord. All such parking access devices shall remain the property of Landlord, shall be displayed as required by Landlord or upon request and may not be mutilated or obliterated in any manner. Those devices shall not be transferable and any such device in the possession of an unauthorized holder shall be void and may be confiscated. Landlord may impose a reasonable fee for access devices and a replacement charge for devices which are lost or stolen. Each access device shall be returned to Landlord promptly following the Expiration Data or sooner termination of this Lease. Loss or theft of parking access devices shall be reported to Landlord or its Parking Area operator immediately and a written report of the loss filed if requested by Landlord or its Parking Area operator.

5. Persons using the Parking Area shall observe all directional signs and arrows and any posted speed limits. Unless otherwise posted, in no event shall the speed limit of 5 miles per hour be exceeded. All vehicles shall be parked entirely within painted stalls, and no vehicles shall be

parked in areas which are posted or marked as “no parking” or on or in ramps, driveways and aisles. Only one vehicle may be parked in a parking space. In no event shall Tenant interfere with the use and enjoyment of the Parking Area by other tenants of the Building or their employees or invitees.

6.Parking Areas shall be used only for parking vehicles. Washing, waxing, cleaning or servicing of vehicles, or the parking of any vehicle on an overnight basis, in the Parking Area (other than emergency services) by any parker or his or her agents or employees is prohibited unless otherwise authorized by Landlord. Tenant shall have no right to install any fixtures, equipment or personal property (other than vehicles) in the Parking Area, nor shall Tenant make any alteration to the Parking Area.

7.It is understood that the employees of Tenant and the other tenants of Landlord within the Building and Project shall not be permitted to park their automobiles in the portions of the Parking Area which may from time to time be designated for patrons of the Building and/or Project and that Landlord shall at all times have the right to establish rules and regulations for employee parking. Landlord shall lease to Tenant, and Tenant may lease from Landlord for the Term of this Lease, all or a portion of the vehicle parking spaces set forth in Item 12 of the Basic Lease Provisions (the Allotted Stalls”). In addition, Tenant shall have the right to lease up to nineteen (19) additional unreserved parking spaces (the “Additional Stalls” by providing written notice of such election to Landlord at any time following the date of this Lease. Landlord shall have the right to designate where such Additional Stalls shall be located within the Project and Tenant hereby agrees to use its best efforts to ensure that its employees park in such designated area(s). During the initial sixty (60) month Lease Term only, the monthly stall charge for the Allotted Stalls and Additional Stalls, if any, shall be Sixty-Five Dollars ($65.00) per unreserved stall per month. Thereafter, the stall charges shall be at Landlord’s scheduled parking rates from time to time. Should any monthly parking charge not be paid within five (5) days following the date due, then a late charge shall be payable by Tenant equal to the greater of 0) five percent (5%) of the delinquent Installment or (ii) One Hundred Dollars ($100.00), which late charge shall be separate and in addition to any late charge that may be assessed pursuant to Section 14.3 of the Lease for other than delinquent monthly parking charges. Landlord may authorize persons other than those described above, including occupants of other buildings, to utilize the Parking Area. In the event of the use of the Parking Area by other persons, those persons shall pay for that use in accordance with the terms established above; provided, however, Landlord may allow those persons to use the Parking Area on weekends, holidays, and at other non-office hours without payment.

8.Notwithstanding the foregoing paragraphs 1 through 7, Landlord shall be entitled to pass on to Tenant its proportionate share of any charges or parking surcharge or transportation management costs levied by any governmental agency. The foregoing parking provisions are further subject to any governmental regulations which limit parking or otherwise seek to encourage the use of carpools, public transit or other alternative transportation forms or traffic reduction programs. Tenant agrees that it will use its best efforts to cooperate, including registration and attendance, in programs which may be undertaken to reduce traffic. Tenant acknowledges that as a part of those programs, it may be required to distribute employee transportation information, participate in employee transportation surveys, allow employees to participate in commuter activities, designate a liaison for commuter transportation activities, distribute commuter information to all employees, and otherwise participate in other programs or services initiated under a transportation management program.

9.Should any parking spaces be allotted by Landlord to Tenant, either on a reserved or nonreserved basis, Tenant shall not assign or sublet any of those spaces, either voluntarily or by operation of law, without the prior written consent of Landlord, except in connection with an authorized assignment of this Lease or subletting of the Premises or to a Tenant Affiliate.

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EXHIBIT D

TENANT’S INSURANCE

The following requirements for Tenant’s Insurance shall be in effect at the Building, and Tenant shall also cause any subtenant to comply with the requirements. Landlord reserves the right to adopt reasonable nondiscriminatory modifications and additions to these requirements. Tenant agrees to obtain and present evidence to Landlord that It has fully complied with the insurance requirements.

1.Tenant shall, at its sole cost and expense, commencing on the date Tenant is given access to the Premises for any purpose and during the entire Term, procure, pay for and keep in full force and effect (I) commercial general liability insurance with respect to the Premises and the operations of or on behalf of Tenant In, on or about the Premises, including but not limited to coverage for personal injury, contractual liability, independent contractors, broad form property damage, fire legal liability, products liability (if a product is sold from the Premises), and liquor law liability (if alcoholic beverages are sold, served or consumed within the Premises), which policy(ies) shall be written on an “occurrence° basis and for not less than $2,000,000 combined single limit (with a $50,000 minimum limit on fire legal liability) per occurrence for bodily injury, death, and property damage liability, or the current limit of liability carried by Tenant, whichever is greater, and subject to such Increases in amounts as Landlord may determine from time to time; (i1) workers’ compensation insurance coverage as required by law, together with employers’ liability insurance coverage of at least $1,000,000 which may be part of a combined policy; Oil) with respect to improvements, alterations, and the like required or permitted to be made by Tenant under this Lease, builder’s risk insurance, in an amount equal to the replacement cost of the work; (iv) Insurance against fire, vandalism, malicious mischief and such other additional perils as may be included in a standard “special form” policy, insuring all Tenant Installations, trade fixtures, furnishings, equipment and items of personal property in the Premises, in an amount equal to not less than ninety percent (90%) of their actual replacement cost (with replacement cost endorsement), which policy shall also include business interruption coverage in an amount sufficient to cover one (1) year of loss. In no event shall the limits of any policy be considered as limiting the liability of Tenant under this Lease.

2.All policies of insurance required to be carried by Tenant pursuant to this Exhibit shall be written by responsible insurance companies authorized to do business in the State of California and with a general policyholder rating of not less than °A= and financial rating of not less than 1/III” in the most current Best’s Insurance Report. The deductible or other retained limit under any policy carried by Tenant shall be commercially reasonable, and Tenant shall be responsible for payment of such retained limit with full waiver of subrogation in favor of Landlord. Any insurance required of Tenant may be furnished by Tenant under any blanket policy carried by it or under a separate policy. A certificate of insurance, certifying that the policy has been issued, provides the coverage required by this Exhibit and contains the required provisions, together with endorsements acceptable to Landlord evidencing the waiver of subrogation and additional insured provisions required below, shall be delivered to Landlord prior to the date Tenant is given the right of possession of the Premises. Proper evidence of the renewal of any insurance coverage shall also be delivered to Landlord not less than thirty (30) days prior to the expiration of the coverage. In the event of a loss covered by any policy under which Landlord is an additional insured, Landlord shall be entitled to review a copy of such policy.

3.Each policy evidencing insurance required to be carried by Tenant pursuant to this Exhibit shall contain the following provisions and/or clauses satisfactory to Landlord: (i) with respect to Tenant’s commercial general liability insurance, a provision that the policy and the coverage provided shall be primary and that any coverage carried by Landlord shall be excess of and noncontributory with any policies carried by Tenant, together with a provision including Landlord and any other parties In interest designated by Landlord as additional insureds; (ii) except with respect to Tenant’s commercial general liability insurance, a waiver by the insurer of any right to subrogation against Landlord, its agents, employees, contractors and representatives which arises or might arise by reason of any payment under the policy or by reason of any act or omission of Landlord, its agents, employees, contractors or representatives; and (iii) a provision that the insurer will not cancel or change the coverage provided by the policy without first giving Landlord thirty (30) days prior written notice. Tenant shall also name Landlord as an additional Insured on any excess or umbrella liability insurance policy carried by Tenant

4.In the event that Tenant fails to procure, maintain and/or pay for, at the times and for the durations specified in this Exhibit, any insurance required by this Exhibit, or fails to carry insurance required by any governmental authority, Landlord may at its election procure that insurance and pay the premiums, in which event Tenant shall repay Landlord all sums paid by Landlord, together with interest at the maximum rate permitted by law and any related costs or expenses incurred by Landlord, within ten (10) days following Landlord’s written demand to Tenant.

NOTICE TO TENANT: IN ACCORDANCE WITH THE TERMS OF THIS LEASE, TENANT MUST PROVIDE EVIDENCE OF THE REQUIRED INSURANCE TO LANDLORD’S MANAGEMENT AGENT PRIOR TO BEING AFFORDED ACCESS TO THE PREMISES.

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EXHIBIT E

RULES AND REGULATIONS

The following Rules and Regulations shall be in effect at the Building. Landlord reserves the right to adopt reasonable nondiscriminatory modifications and additions at any time. In the case of any conflict between these regulations and the Lease, the Lease shall be controlling.

1.Except with the prior written consent of Landlord, or unless otherwise specifically authorized In this Lease, Tenant shall not sell or permit the retail sale of goods or services In or from the Premises, nor shall Tenant allow the Premises to be utilized for any manufacturing or medical practice.

2.The sidewalks, halls, passages, elevators, stairways, and other common areas shall not be obstructed by Tenant or used by it for storage, for depositing items, or for any purpose other than for ingress to and egress from the Premises. The halls, passages, entrances, elevators, stairways, balconies and roof are not for the use of the general public, and Landlord shall in all cases retain the right to control and prevent access to those areas of all persons whose presence, In the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building and Its tenants. Should Tenant have access to any balcony or patio area, Tenant shall not place any furniture or other personal property In such area without the prior written approval of Landlord. Nothing contained in this Lease shall be construed to prevent access to persons with whom Tenant normally deals only for the purpose of conducting its business on the Premises (such as clients, customers, office suppliers and equipment vendors and the like) unless those persons are engaged in illegal activities. Neither Tenant nor any employee or contractor of Tenant shall go upon the roof of the Building without the prior written consent of Landlord.

3.The sashes, sash doors, windows, glass lights, solar film and/or screen, and any lights or skylights that reflect or admit light into the halls or other places of the Building shall not be covered or obstructed. The toilet rooms, water and wash closets and other water apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind shall be thrown in those facilities, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant.

4.No sign, advertisement or notice visible from the exterior of the Premises shall be inscribed, painted or affixed by Tenant on any part of the Building or the Premises without the prior written consent of Landlord. If Landlord shall have given its consent at any time, whether before or after the execution of this Lease, that consent shall in no way operate as a waiver or release of any of the provisions of this Lease, and shall be deemed to relate only to the particular sign, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any subsequent sign, advertisement or notice. If Landlord, by a notice in writing to Tenant, shall object to any curtain, blind, tinting, shade or screen attached to, or hung in, or used in connection with, any window or door of the Premises, the use of that curtain, blind, tinting, shade or screen shall be immediately discontinued and removed by Tenant. No awnings shall be permitted on any part of the Premises. No antenna or satellite dish shall be installed by Tenant that is either located or visible from outside the Premises without the prior written agreement of Landlord.

5.Tenant shall not do or permit anything to be done in the Premises, or bring or keep anything in the Premises, which shall in any way increase the rate of fire insurance on the Building, or on the property kept In the Building, or obstruct or interfere with the rights of other tenants, or in any way injure or annoy them, or conflict with the regulations of the Fire Department or the fire laws, or with any insurance policy upon the Building, or any portion of the Building or its contents, or with any rules and ordinances established by the Board of Health or other governmental authority.

6.The installation and location of any unusually heavy equipment in the Premises, including without limitation file storage units, safes and electronic data processing equipment, shall require the prior written approval of Landlord. Landlord may restrict the weight and position of any equipment that may exceed the weight load limits for the structure of the Building, and may further require, at Tenant’s expense, the reinforcement of any flooring on which such equipment may be placed and/or an engineering study to be performed to determine whether the equipment may safely be installed in the Building and the necessity of any reinforcement. The moving of large or heavy objects shall occur only between those hours as may be designated by, and only upon previous written notice to, Landlord, and the persons employed to move those objects in or out of the Building must be reasonably acceptable to Landlord. Without limiting the generality of the foregoing, no freight, furniture or bulky matter of any description shall be received into or moved out of the lobby of the Building or carried in any elevator other than the freight elevator designated by Landlord unless approved in writing by Landlord.

7. Landlord shall clean the Premises as provided in the Lease, and except with the written consent of Landlord, no person or persons other than those approved by Landlord will be permitted to enter the Building for that purpose. Tenant shall not cause unnecessary labor by reason of

Tenant’s carelessness and indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to Tenant or its employees for loss or damage to property in connection with the provision of janitorial services by third party contractors.

8.Tenant shall not sweep or throw, or permit to be swept or thrown, from the Premises any dirt or other substance into any of the corridors or halls or elevators, or out of the doors or windows or stairways of the Building, and Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with other tenants or those having business with other tenants, nor shall any animals or birds be kept by Tenant in or about the Building. Neither Tenant nor its employees, agents, contractors, invitees or licensees shall bring any firearm, whether loaded or unloaded, into the Project at any time. Smoking or carrying of lighted cigars, cigarettes, pipes or similar products anywhere within the Premises or Building is strictly prohibited, and Landlord may enforce such prohibition pursuant to Landlord’s leasehold remedies. Smoking is permitted outside the Building and within the project only in areas designated by Landlord.

9.No cooking shall be done or permitted by Tenant on the Premises, except pursuant to the normal use of a U.L. approved microwave oven and coffee maker for the benefit of Tenant’s employees and invitees, nor shall the Premises be used for the storage of merchandise or for lodging. Any pipes or tubing used by Tenant to transmit water to an appliance or device in the Premises must be made of copper or stainless steel, and in no event shall plastic tubing be used for that purpose.

10.Tenant shall not use or keep in the Building any kerosene, gasoline, or inflammable fluid or any other illuminating material, or use any method of heating other than that supplied by Landlord.

11.If Tenant desires telephone, telegraph, burglar alarm or similar connections, Landlord will direct electricians as to where and how the wires are to be introduced. No boring or cutting for wires or otherwise shall be made without directions from Landlord.

12.Upon the termination of its tenancy, Tenant shall deliver to Landlord all the keys to offices, rooms and toilet rooms and all access cards which shall have been furnished to Tenant or which Tenant shall have had made.

13.Tenant shall not mark, drive nails, screw or drill into the partitions, woodwork or piaster or in any way deface the Premises, except to Install normal wall hangings. Tenant shall not affix any floor covering to the floor of the Premises in any manner except by a paste, or other material which may easily be removed with water, the use of cement or other similar adhesive materials being expressly prohibited. The method of affixing any floor covering shall be subject to approval by Landlord. The expense of repairing any damage resulting from a violation of this rule shall be borne by Tenant

14.On Saturdays, Sundays and legal holidays, and on other days between the hours of 6:00 p.m. and 8:00 a.m., access to the Building, or to the halls, corridors, elevators or stairways in the Building, or to the Premises, may be refused unless the person seeking access complies with any access control system that Landlord may establish. Landlord shall in no case be liable for damages for the admission to or exclusion from the Building of any person whom Landlord has the right to exclude under Rules 2 or 18 of this Exhibit. In case of invasion, mob, riot, public excitement, or other commotion, or in the event of any other situation reasonably requiring the evacuation of the Building, Landlord reserves the right at its election and without liability to Tenant to prevent access to the Building by closing the doors or otherwise, for the safety of the tenants and protection of property in the Building.

15.Tenant shall be responsible for protecting the Premises from theft, which includes keeping doors and other means of entry closed and securely locked. Tenant shall cause all water faucets or water apparatus to be shut off before Tenant or Tenant’s employees leave the Building, and that all electricity, gas or air shall likewise be shut off, so as to prevent waste or damage, and for any default or carelessness Tenant shall make good all injuries sustained by other tenants or occupants of the Building or Landlord.

16.Tenant shall not alter any lock or install a new or additional lock or any bolt on any door of the Premises without the prior written consent of Landlord. If Landlord gives its consent, Tenant shall in each case promptly furnish Landlord with a key for any new or altered lock.

17.Tenant shall not install equipment, such as but not limited to electronic tabulating or computer equipment, requiring electrical or air conditioning service In excess of that to be provided by Landlord under the Lease except in accordance with Exhibit B.

18. Landlord shall have full and absolute authority to regulate or prohibit the entrance to the Premises of any vendor, supplier, purveyor, petitioner, proselytizer or other similar person if, In the good faith judgment of Landlord, such person will be involved in general solicitation activities, or the proselytizing, petitioning, or disturbance of other tenants or their customers or invitees, or engaged or

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likely to engage in conduct which may in Landlord’s opinion distract from the use of the Premises for its intended purpose. Notwithstanding the foregoing, Landlord reserves the absolute right and discretion to limit or prevent access to the Buildings by any food or beverage vendor, whether or not invited by Tenant, and Landlord may condition such access upon the vendor’s execution of an entry permit agreement which may contain provisions for insurance coverage and/or the payment of a fee to Landlord.

19.Tenant shall, at its expense, be required to utilize the third party contractor designated by Landlord for the Building to provide any telephone wiring services from the minimum point of entry of the telephone cable in the Building to the Premises.

20.Tenant shall, upon request by Landlord, supply Landlord with the names and telephone numbers of personnel designated by Tenant to be contacted on an after-hours basis should circumstances warrant.

21.Tenant shall cause its employees and agents, and shall endeavor to instruct its invitees, to wear attire suitable for a first class office project while such persons are in the Building or Project.

22.Landlord may from time to time grant tenants individual and temporary variances from these Rules, provided that any variance does not have a material adverse effect on the use and enjoyment of the Premises by Tenant.

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EXHIBIT F

DISCLOSURE

Trichloroethylene (TCE), an industrial solvent, may be present in the groundwater under portions of the Project. Two adjacent sites have been investigating TCE and other solvent releases since the late 1980’s and have been remediating the groundwater impacts. The Santa Ana Regional Water Quality Control Board has acted as the oversight agency with respect to the TCE plume since approximately 1997. To Landlord’s current actual knowledge, groundwater in this area is not used for potable water purposes, including irrigation.

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CONSENT OF LANDLORD

TO:Merrill Lynch Capital, a Division

Of Merrill Lynch Business Financial

Services, Inc.

7700 Wisconsin Avenue, Suite 400

Bethesda, Maryland 20814

Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services, Inc. (“Agent”) has entered into a certain Second Amended and Restated Credit Agreement, as amended (“Financing Agreement”) dated August 18, 2006 with which OnCURE Medical Corp., a Delaware corporation (“Lessee”), and its direct and indirect subsidiaries. Lessee is currently a tenant of the undersigned (“Landlord”) in those premises located at 18100 Von Karman Avenue, Suite 450, Irvine , California 92612 (the “Premises”).

Pursuant to the Financing Agreement Lessee has granted to Agent a security interest in and upon certain personal property, which is located at the Premises (the “Personalty”).

The undersigned Landlord hereby agrees that:

1.The Personalty may be located at the Premises in accordance with the provisions of the lease agreement (“Premises Lease”) for the Premises executed by Landlord and Lessee, it being understood that the Personalty shall remain personal property as between the Landlord and Agent.

2.Landlord disclaims any interest in the Personalty (but only in such property) and authorizes Agent, upon termination of the Premises Lease to occupy, remain on and remove the Personalty from the Premises for a period of 30 days following the expiration or sooner termination of the Premises Lease provided that (a) Agent pays per diem base rent and (b) Agent shall promptly repair all structural or other damage to the Premises caused by such removal and shall restore the Premises to its condition existing prior to the installation and/or affixing of the Personalty. Agent agrees to indemnify, defend and hold Landlord harmless from and against any loss, cost, damage or liability (including without limitation reasonable attorneys’ fees) directly resulting from the actions of Agent when removing the Personalty. Prior to terminating the Premises Lease, Agent or its representatives or invitees may enter upon the Premises without interference by Landlord to inspect or remove all of the Personalty.

3.In the event of the termination of the Premises Lease, for any reason, Agent agrees to remove the Personalty in accordance with Paragraph 2 above within thirty (30) days following written notice by the undersigned to Agent sent to the address first set forth above, which notice shall advise Agent that such removal period will begin on the date such notice is received. Should Agent fail timely to remove the Personalty, then Landlord may dispose of same in accordance with California law.

4.Lessee acknowledges that the undersigned Landlord may admit Agent into the Premises pursuant hereto following request by Agent and irrespective of any protest or objection by Lessee, and Lessee hereby irrevocably consents to such entry. Lessee further waives any right to hold the undersigned Landlord, or any of its officers, employees or agents, liable for any damage, cost or expense resulting from any entry by Agent and agrees to indemnify and hold the undersigned Landlord free and harmless from any such claim of liability asserted by an

employee, agent, subtenant or assignee of Lessee. In addition, Lessee agrees that any such entry shall not constitute a constructive eviction under its lease of the Premises.

5.This document shall be governed by California law, and any legal action between the undersigned and Agent pursuant hereto shall be brought in the state courts of California.

6.Landlord shall endeavor but without liability to provide Agent with written notice of any default by Lessee or claimed default under the Premises Lease at the same time it sends such notice to Lessee.

Executed as of December 3, 2007.

	LANDLORD:
	The Irvine Company
	Danielle M. Sim
	Senior Vice President, Property Operations
Steven E. Claton
Vice President, Operations,
Office Properties
550 Newport Center Drive
Newport Beach, California 92660

The foregoing foregoing is accepted and agreed to by Agent and Lessee.

AGENT:		LESSEE:
Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services, Inc.,		OnCURE Medical Corp. a Delaware corporation
A Delaware corporation
By:	[Illegible]

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GUARANTEE OF LEASE

ARTICLE I. PARTIES

The undersigned (hereinafter collectively “Guarantor”), whose address is hereinafter set forth, as a material inducement to and in consideration of THE IRVINE COMPANY LLC (hereinafter “Landlord”) entering into a written lease (hereinafter, the “Lease”) with ONCURE MEDICAL CORP., a Delaware corporation (hereinafter “Tenant”), of approximately even date herewith, for lease of that certain space located at 18100 Von Karman Avenue, Suite 450, Irvine, California, and more particularly described in the Lease, to which this Guarantee of Lease (the “Guarantee”) shall be attached and made a part, pursuant to the provisions of this Guarantee unconditionally guarantees and promises to and for the benefit of Landlord full payment and performance of each and all of the terms, covenants and conditions of the Lease by Tenant, all as more specifically set forth hereinafter.

ARTICLE II. GUARANTOR’S DUTIES

Section 2.1. Guarantee of Tenants Performance

Guarantor hereby unconditionally guarantees to Landlord the full and complete performance of each and all of the terms, covenants and conditions of the Lease as required to be performed by Tenant, including, but not limited to, the payment of all rental, property taxes, operating expenses, and any and all other charges or sums, or any portion thereof, to accrue or become due from Tenant to Landlord pursuant to the terms of the Lease.

Section 2.2. Tenant’s Failure to Perform

2.2.1. payment of Rental and Other Sums. In the event that Tenant shall fail to pay any rental, property taxes, operating expenses, or any other sums or charges, or any portion thereof, accrued or due pursuant to the terms of said Lease beyond any applicable cure period, then upon written notice to Guarantor by Landlord as herein provided, Guarantor shall within five (5) business days pay to Landlord or Landlord’s designated agent any and all such amounts as may be due and owing from Tenant to Landlord by reason of Tenant’s failure to perform.

2.2.2. Other Provisions. In the event that Tenant shall fail to perform any covenants, terms or conditions of the Lease as required to be performed, other than as provided for in Section 22.1. above, then upon written notice to Guarantor by Landlord, as provided herein, Guarantor shall commence and complete performance of such conditions, covenants and terms within five (5) business days after the date of Landlord’s notice to Guarantor of such failure by Tenant to so perform, and in the event such performance by Guarantor cannot be completed within said five (5) business days, Guarantor shall commence performance within said time and shall diligently pursue completion thereof within a reasonable time duly set forth hereinafter.

2.2.3. Interest and Additional Damages. In addition to the payment of rental and other sums, and the performance of any and all other provisions, conditions and terms of the Lease which may be required of Guarantor by reason of Tenants failure to perform, Guarantor agrees to pay to Landlord any and all reasonable and necessary incidental damages and expenses incurred by Landlord as a direct and proximate result of Tenant’s failure to perform.

ARTICLE III. LANDLORD’S RIGHTS

Section 3.1. Enforcement

Notwithstanding the provisions of Section 2.2.1. above, Landlord reserves the right, In the event of any failure of Tenant to pay rental, property taxes, operating expenses and other sums which may become due and owing pursuant to the terms of the Lease, to proceed against Tenant or Guarantor, or both, and to enforce against Guarantor or Tenant, or both, any and all rights that Landlord may have to said rental, property taxes, operating expenses and other sums accrued pursuant to the terms of the Lease. Guarantor understands and agrees that Its liability under this Guarantee shall be primary (and joint and several with Tenant) and that, In any right of action which may accrue to Landlord under the Lease or this Guarantee, Landlord at its option may proceed against Guarantor without having taken any action or obtained any judgment against Tenant.

Section 3.2. Guarantor’s Waivers

In addition to any other waiver herein and except as otherwise specifically provided in this Guarantee, Guarantor hereby waives:

(a)any and all notices, presentments, notice of nonpayment or nonperformance;

(b)all defenses by reason of any disability of Tenant;

(c)any and all rights it may have now or in the future, whether pursuant to Section 2845 of the California Civil Code or otherwise, to require or demand that Landlord pursue any right or remedy Landlord may have against Tenant or any other third party;

(d)until such time as all obligations of Tenant under the Lease have been satisfied In full, any and all rights it may have for subrogation against, or reimbursement from, Tenant with respect to any sums paid hereunder, and

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(e) any and all right to the benefit of, or to participate in, any security held by Landlord now or in the future, or to require that such security be applied by Landlord either (i) prior to any action against Guarantor hereunder or (ii) as a credit or offset against sums owing hereunder.

ARTICLE IV. ALTERATION, MODIFICATION, OR ASSIGNMENT

Section 4.1. Effect of Extension, Modification. or Alteration of Lease

Guarantor understands and agrees that notwithstanding the provisions of Section 2819 of the California Civil Code, the obligations of Guarantor under this Guarantee shall in no way be affected by any extension, modification or alteration of the Lease, including, but not limited to, Tenant entering into any sublease thereunder, or Tenant’s obligations under the Lease and each of its provisions, and any such extension, modification or alteration of the Lease, including Tenant entering into any sublease thereunder, shall in no way release or discharge Guarantor from any obligations accruing under this Guarantee. The term “Lease shall include all amendments, modifications, alterations and extensions of the Lease.

Section 4.2. Assignment

Guarantor understands and agrees, unless otherwise agreed to by Landlord in writing, that any assignment of the Lease, or any rights or obligations accruing thereunder, shall in no way affect Guarantor’s obligations under this Guarantee.

Section 4.3. Delay in Enforcement/Settlements

Guarantor understands and agrees that any failure or delay of Landlord to enforce any of its rights under the Lease or this Guarantee shall in no way affect Guarantor’s obligations under this Guarantee, nor shall any settlement or release with Tenant or any third party release or discharge Guarantor from its obligations hereunder.

ARTICLE V. TENANT’S INSOLVENCY

Section 5.1. Liability upon Tenant’s Insolvency

Guarantor understands and agrees that in the event Tenant shall become insolvent or be adjudicated bankrupt, whether by voluntary or involuntary petition, or shall a petition for organization, arrangement, or similar relief be filed against it, or if a receiver of any part of its property or assets is appointed by any court, Guarantor will remain obligated to pay to Landlord the amount of all unpaid rent, property taxes, operating expenses, and any other sums accrued and thereafter accruing under the Lease.

Section 5.2. Effect of Operation of Law

Any operation of any present or future debtor’s relief act or similar act or law, or decision of any court, shall in no way abrogate or otherwise limit the obligation of Guarantor to perform any of the terms, covenants or conditions of this Guarantee.

ARTICLE VI. MISCELLANEOUS

Section 6.1. Notices

Any and all notices required under this Guarantee shall be made in writing, and shall be personally delivered, sent by reputable courier or overnight delivery service, or mailed, first-class mail, postage prepaid, to the party who is designated to receive such notice at the address set forth after their respective signatures on this Guarantee, or at such other place as may be designated by said party upon written notice from time to time hereafter.

Section 6.2. Extent of Obilaations

Notwithstanding anything to the contrary in this Guarantee, it is understood and agreed that this Guarantee shall extend to any and all obligations of Tenant under the Lease.

Section 6.3. Assignability

This agreement may be assigned in whole or in part by Landlord at any time to any successor to Landlord’s interest in the leased premises and/or to any lender of Landlord and Landlord shall thereafter advise Guarantor in writing of the name and address of such transferee.

Section 6.4. Successors and Assians

The terms and provisions of this Guarantee shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

Section 6.5. Modification of Guarantee

This Guarantee constitutes the full and complete agreement between the parties hereto, and it is understood and agreed that the provisions hereof may only be modified by a writing executed by both parties hereto.

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Section 6.6. Number and Gender

As used herein the singular shall include the plural, and as used herein the masculine shall include the feminine and neuter genders.

Section 6.7. Caotions/Headinas

Any captions or headings used In this Guarantee are for reference purposes only and are in no way to be construed as part of this Guarantee.

Section 6.8. Invalidity

If any term, provision, covenant or condition of this Guarantee is held to be void, invalid, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Section 6.9. Jurisdiction

The validity of this agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be interpreted and construed pursuant to and in accordance with the laws of the State of California. Guarantor consents to the jurisdiction of any competent state or federal court in California where Landlord may elect to initiate an action to enforce its rights hereunder.

Section 6.10. Joint and Several

Should more than one party execute this Instrument as Guarantor, then the obligations of each such party shall be joint and several.

Section 6.11. Attorney’s Fees

In the event it becomes necessary to enforce any of the terms and provisions of this Guarantee, whether or not suit be instituted, the prevailing party shall be entitled to Its reasonable costs and expenses Incurred with respect thereto, including, but not limited to, reasonable attorney’s fees, and such other costs and expenses as may be allowed by law.

Section 6.12. Guarantee of Payment and Performance

It Is understood and agreed that this Guarantee is unconditional and continuing, and a guarantee of payment and performance and not of collection.

Section 6.13. Waiver of Jury Trial LANDLORD AND GUARANTOR EACH ACKNOWLEDGES THAT IT IS AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHT TO TRIAL BY JURY, AND EACH PARTY DOES HEREBY EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER (AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBSIDIARY OR AFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTEE.

ARTICLE VII. EXECUTION

WITNESS WHEREOF, the undersigned have executed this Guarantee and made it effective this 22nd day of November 2007.

ONCURE HOLDINGS, INC.,
a Delaware corporation
	/s/ David S. Chernow
Printed Name			David S. Chernow
Title			Chief Executive Officer
By	/s/ Russell D. Phillips, Jr.
Printed Name
Title		RUSSELL D. PHILLIPS, JR.
		EXECUTIVE VICE PRESIDENT
		GENERAL COUNSEL/SECRETARY
Address

FIRST AMENDMENT TO LEASE

I.PARTIES AND DATE.

This Amendment to Lease dated March 24, 2008, is by and between THE IRVINE COMPANY LLC, a Delaware limited liability company (“Landlord”), and ONCURE MEDICAL CORP., a Delaware corporation (“Tenant”).

II.RECITALS.

On November 27, 2007, Landlord and Tenant entered into an office space lease (the “Lease”) for space in a building located at 18100 Von Karman, Suite 450, Irvine, California (“Premises”).

Landlord and Tenant each desire to modify the Lease to add approximately 1,663 rentable square feet of space contiguous to the Premises (“Suite 470”), adjust the Basic Rent, and make such other modifications as are set forth in “III. MODIFICATIONS” next below.

III.MODIFICATIONS.

A.Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:

1.Effective as of the Commencement Date for Suite 470, Item 2 shall be amended by adding “Suite 470.”

2.Item 4 is hereby amended by adding the following:

“Commencement Date for Suite 470: July 1, 2008”

3.Effective as of the Commencement Date for Suite 470, Item 6 shall be deleted in its entirety and the following shall be substituted in lieu thereof:

“6. Basic Rent: Twenty-Two Thousand Three Hundred Eighty-Eight Dollars ($22,388.00) per month.

Rental Adjustments:

Commencing twelve (12) months following the Commencement Date, the Basic Rent shall be Twenty-Three Thousand One Hundred Sixty Dollars ($23,160.00) per month.

Commencing twenty-four (24) months following the Commencement Date, the Basic Rent shall be Twenty-Three Thousand Nine Hundred Thirty-Two Dollars ($23,932.00) per month.

Commencing thirty-six (36) months following the Commencement Date, the Basic Rent shall be Twenty-Four Thousand Seven Hundred Four Dollars ($24,704.00) per month.

Commencing forty-eight (48) months following the Commencement Date, the Basic Rent shall be Twenty-Five Thousand Four Hundred Seventy-Six Dollars ($25,476.00) per month.”

4.Effective as of the Commencement Date for Suite 470, Item 7 shall be amended by adding the following:

“Property Tax Base for Suite 470: The Property Taxes per rentable square foot incurred by Landlord and attributable to the twelve month period ending June 30, 2009.

Building Cost Base for Suite 470: The Building Costs per rentable square foot incurred by Landlord and attributable to the twelve month period ending June 30, 2009.”

5.Effective as of the Commencement Date for Suite 470, Item 8 shall be amended by adding “and Suite 470 comprising approximately 1,663 rentable square feet.”

6.Item 9 is hereby deleted in its entirety and the following substituted in lieu thereof:

“9. Security Deposit: $61,560.00”

7.Effective as of the Commencement Date for Suite 470, Item 12 shall be deleted in its entirety and the following shall be substituted in lieu thereof:

“12. Parking: Twenty-seven (27) unreserved vehicle parking spaces.”

B.Security Deposit. Concurrently with Tenant’s delivery of this Amendment, Tenant shall deliver the sum of Six Thousand Thirty-Seven Dollars ($6,037.00) to Landlord, which sum shall be added to the Security Deposit presently being held by Landlord in accordance with Section 4.3 of the Lease.

C.Floor Plan of Premises. Effective as of the Commencement Date for Suite 470, Exhibit A-1 attached to this Amendment shall be added to Exhibit A of the Lease.

D.Tenant Improvements. Landlord shall cause its contractor to make such improvements to the Premises as may be specified by Tenant and approved by Landlord (“Tenant Improvements”). All materials and finishes utilized in completing the Tenant Improvements shall be Landlord’s building standard. Should Landlord submit any matter to Tenant for approval, Tenant shall approve or reasonably disapprove same (with reasons specified) within three (3) business days.

Landlord’s total contribution for the Tenant Improvements shall not exceed Four Thousand Two Hundred Thirty-Nine Dollars ($4,239.00) (“Landlord Contribution”). It is understood that Landlord shall be entitled to a supervision/administrative fee equal to five percent (5%) of the total hard and soft construction cost, which fee shall be paid from the Landlord Contribution. Any excess cost shall be borne solely by Tenant and shall be paid to Landlord within ten (10) days following Landlord’s billing for such excess cost. Tenant understands and agrees that any portion of the Landlord Contribution not utilized by Tenant by July 1, 2008, shall inure to the benefit of Landlord and Tenant shall not be entitled to any credit or payment.

In addition to the Landlord Contribution, Landlord shall make available to Tenant an amount not to exceed Five Thousand Four Hundred Fifty-One Dollars ($5,451.00) (“Additional Contribution”) to be utilized by Tenant in connection with the Tenant Improvements, which amount shall be amortized over the sixty (60) month Lease Term, commencing as of the Commencement Date for Suite 470 at eight percent (8%) per annum and repaid in monthly installments with the Basic Rent, which amount shall equal a $0.022 per month increase to the Basic Rent for each One Dollar ($1.00) utilized by Tenant. For example, if Tenant utilizes Five Thousand Dollars ($5,000.00) of the Additional Contribution, then Tenant’s monthly Basic Rent shall be increased by One Hundred Ten Dollars per month ($5,000 x $.0224110 per month), commencing as of the Commencement Date for Suite 470. Upon determination of the amount of the Additional Contribution, if any, Landlord shall memorialize same, together with the monthly repayment schedule, in writing and Tenant shall promptly acknowledge same.

IV.GENERAL.

A.Effect of Amendments. The Lease shall remain in full force and effect except to the extent that it is modified by this Amendment.

B.Entire Agreement. This Amendment embodies the entire understanding between Landlord and Tenant with respect to the modifications set forth in “Ill. MODIFICATIONS” above and can be changed only by a writing signed by Landlord and Tenant.

C.Counterparts. If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation.

D.Defined Terms. All words commencing with initial capital letters in this Amendment and defined in the Lease shall have the same meaning in this Amendment as in the Lease, unless they are otherwise defined in this Amendment.

E.Authority. If Tenant is a corporation, limited liability company or partnership, or is comprised of any of them, each individual executing this Amendment for the corporation, limited liability company or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of such entity and that this Amendment is binding upon such entity in accordance with its terms.

F.Attorneys’ Fees. The provisions of the Lease respecting payment of attorneys’ fees shall also apply to this Amendment.

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V.EXECUTION.

Landlord and Tenant executed this Amendment on the date as set forth in “I. PARTIES AND DATE.” above.

LANDLORD:			TENANT:
THE IRVINE COMPANY LLC			ONCURE MEDICAL CORP.
Steve M. Case			Printed Name			Russell D. Phillips, Jr.
Senior Vice President, Leasing Office Properties						Executive Vice President, General Counsel and Secretary
By
	Steven E. Claton
	Vice President, Operations		Printed Name		David S. Chernow
	Office Properties
			Title	Chief Executive Officer

ACKNOWLEDGMENT OF GUARANTOR

The undersigned, as Guarantor under that certain Guarantee of Lease dated November 27, 2007, does hereby acknowledge and agree that the provisions of said Guarantee shall remain in full force and effect as to the obligations of Tenant under the Lease, as amended herein. The undersigned Guarantor acknowledges that Landlord would not have executed this Amendment without this acknowledgment and agreement on the part of the undersigned Guarantor.

GUARANTOR:

ONCURE HOLDINGS, INC. a Delaware corporation

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Printed Name	RUSSELL D PHILLIPS, JR.
	EXECUTIVE VICE PRESIDENT
Title	GENERAL COUNSEL/SECRETARY

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THE IRVINE COMPANY

18100 Von Karman Avenue

Suite 470

Stevenson Systems, Inc.

©1585-20D7 M Rthts Reserved

EXHIBIT A-1

SECOND AMENDMENT TO LEASE

I.PARTIES AND DATE.

This Amendment to Lease dated April 24th, 2008, is by and between THE IRVINE COMPANY LLC, a Delaware limited liabilitycompany (“Landlord”), and ONCURE MEDICAL CORP., a Delaware corporation (“Tenant”).

II.RECITALS.

On November 27, 2007, Landlord and Tenant entered into an office space lease for space in a building located at 18100 Von Karman, Suite 450, Irvine, California (“Premises”), which lease was amended by a First Amendment to Lease dated March 24, 2008, wherein Suite 470 was added to the Premises (as amended, the “Lease”).

Landlord and Tenant each desire to modify the Lease to amend the Commencement Date for Suite 470, adjust the Basic Rent, and make such other modifications as are set forth in “III. MODIFICATIONS” next below.

III.MODIFICATIONS.

A.Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:

1.Item 4 is hereby amended by adding the following:

“Commencement Date for Suite 470: April 19, 2008”

3.Effective as of the Commencement Date for Suite 470, Item 6 shall be deleted in its entirety and the following shall be substituted in lieu thereof:

“6. Basic Rent: Commencing May 1, 2008, the Basic Rent shall be Twenty-Two Thousand Three Hundred Eighty-Eight Dollars ($22,388.00) per month.

Rental Adjustments:

Commencing January 1, 2009, the Basic Rent shall be Twenty-Three Thousand One Hundred Sixty Dollars ($23,160.00) per month.

Commencing January 1, 2010, the Basic Rent shall be Twenty-Three Thousand Nine Hundred Thirty-Two Dollars ($23,932.00) per month.

Commencing January 1, 2011, the Basic Rent shall be Twenty-Four Thousand Seven Hundred Four Dollars ($24,704.00) per month.

Commencing January 1, 2012, the Basic Rent shall be Twenty-Five Thousand Four Hundred Seventy-Six Dollars ($25,476.00) per month.”

IV.GENERAL.

A.Effect of Amendments. The Lease shall remain in full force and effect except to the extent that it is modified by this Amendment.

B.Entire Agreement. This Amendment embodies the entire understanding between Landlord and Tenant with respect to the modifications set forth in “III. MODIFICATIONS” above and can be changed only by a writing signed by Landlord and Tenant.

C.Counterparts. If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation.

D.Defined Terms. All words commencing with initial capital letters in this Amendment and defined in the Lease shall have the same meaning in this Amendment as in the Lease, unless they are otherwise defined in this Amendment.

E.Authority. If Tenant is a corporation, limited liability company or partnership, or is
comprised of any of them, each individual executing this Amendment for the corporation, limited liability company or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of such entity and that this Amendment is binding upon such entity in accordance with its terms.

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F.Attorneys’ Fees. The provisions of the Lease respecting payment of attorneys’ fees shall also apply to this Amendment.

V.EXECUTION.

Landlord and Tenant executed this Amendment on the date as set forth in “I. PARTIES AND DATE.” above.

LANDLORD:		TENANT:
THE IRVINE COMPANY LLC		ONCURE MEDICAL CORP.
By
	Steven M. Case	Printed Name RUSSELL D. PHILLIPS, JR.
	Senior Vice President, Leasing Office Properties	EXECUTIVE VICE PRESIDENT Title  GENERAL COUNSEL/SECRETARY

By	/s/ Steven E. Claton	By
Steven E. Claton
Vice President, Operations Office Properties		Printed Name

ACKNOWLEDGMENT OF GUARANTOR

The undersigned, as Guarantor under that certain Guarantee of Lease dated November 27, 2007, does hereby acknowledge and agree that the provisions of said Guarantee shall remain in full force and effect as to the obligations of Tenant under the Lease, as amended herein. The undersigned Guarantor acknowledges that Landlord would not have executed this Amendment without this acknowledgment and agreement on the part of the undersigned Guarantor.

GUARANTOR:

ONCURE HOLDINGS, INC.

a Delaware corporation

By
USSELL D. PHILLIPS, JR.
Printed Name		EXECUTIVE VICE PRESIDENT
Title	GENERAL COUNSEL/SECRETARY

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EX-10.34

Exhibit 10.34

OFFICE LEASE

This Lease Agreement is made as of November 1, 2002 (the “Lease Date”) by and between the Landlord and the Tenant named below (“Agreement’’).

Whereas, the Landlord and Tenant have previously entered into an Office Lease dated February 1, 2001 (“Initial Office Lease”), and the Tenant currently occupies the Leased Premises.

Whereas, the Landlord is acquiring from the Tenant the Property referred to as Phase I in Exhibit A, and further, the Landlord has constructed a Property addition referred to as Phase III in Exhibit A.

Whereas, the Landlord and Tenant wish to enter into this Agreement to replace the Initial Office Lease, and to establish a new Base Rent as defined below to reflect the changes in Phase I and Phase III Property.

ARTICLE 1 - BASIC LEASE TERMS

For the purposes of this Lease, the following terms shall have the meanings set forth below:

1.1          Landlord.  8th City Landowners, a Florida general partnership.

1.2          Tenant.  USCC Florida Acquisition Corp., a Delaware corporation.

1.3          Building.  The Building known as Palatka Cancer Center, in Palatka, Florida located on the tract of land (the “Land”) described in Exhibit “A” hereto.  The Building and the Land and any other improvements (Phase I, Phase II, Phase III) from time to time on said Land are collectively referred to herein as the “Property.”

1.4          Leased Premises.  Suite 100 on the 1st floor of the Building, containing approximately 11,200 square feet, as indicated on the floor plan attached as Exhibit “B.”

1.5          Lease Term.  The Lease Term of the Agreement shall commence on November 1, 2002 and continue for a period of fifteen years, ending on October 31, 2017.  The Agreement shall automatically renew for an additional lease term of five years (“Renewal Term”), unless terminated by the Tenant by giving written notice at least 90 days prior to the expiration of the Lease Term.

1.6          Commencement Date.  The “Commencement Date” shall be November 1, 2002.

1.7          Base Rent.  Base rent is:

Phase I monthly rent equal to $ 1.50 per square ft. or $ 5,700; plus
Phase II monthly rent equal to $ 1.50 per square ft. or $ 6,000; plus

Phase III monthly rent equal to $ 3.50 per square ft. or $ 11,900, for a Total Base Rent of $ 23,600 monthly plus applicable Florida Sales Tax.

In Addition, the Base Rent may be increased annually after the first anniversary of the Lease Term equal to the annual published Consumer Price Index (“CPI”), not to exceed fair market value of comparable property.

The Base Rent for the Renewal Term shall be:

Phase I monthly rent equal to $ 1.50 per square ft. or $ 5,700; plus
Phase II monthly rent equal to $ 1.50 per square ft. or $ 6,000; plus
Phase III monthly rent equal to $ 1.50 per square ft. or $ 5,100, for a Total Base Rent of $ 16,800 monthly plus applicable Florida Sales Tax,

plus

any and all CPI increases to date.

All rent is due and payable on the 1st day of the month.  Landlord may assess a late fee of 1% monthly on amounts due for failure to pay by the 5th day of the month.

1.8          Security Deposit.  There shall be no security deposit.

1.9          Addresses.  Tenant’s address is:  610 Newport Center Drive, Suite 350, Newport Beach, California, 92660.  Landlord’s address is 3599 University Boulevard, Suite 1000, Jacksonville, Florida 32216.

1.10        Permitted Use.  Medical offices in which radiation oncology equipment is operated, or in which radiation oncology services are provided.

1.11        Common Areas.  All areas situated on or in the Property which are for use by tenants of the Property in common, including parking areas, streets, driveways, aisles, sidewalks, curbs, delivery passages, loading areas, lighting facilities, and all other areas situated on or in the Property which are designed for common use.

1.12        Rent Commencement Date.  The Rent Commencement Date shall be for Phase I and Phase II November 1, 2002, and for Phase III the date when Tenant occupies the Leased Premises and commences its business operations.

ARTICLE 2 - GRANTING CLAUSE AND RENT PROVISIONS

2.1          Grant of Premises.  Landlord hereby leases the Leased Premises to Tenant during the Lease Term, subject to the provisions of this Agreement.

2.2          Rent.  Tenant agrees to pay the Rent to Landlord on the first day of each month during the term of this Agreement, without demand, offset or reduction, except as otherwise set forth herein.  All Rent for any partial period shall be prorated.

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ARTICLE 3 - OCCUPANCY AND USE

3.1          Use.  The Leased Premises shall be used and occupied only for the purposes as set forth in Section 1.10.

3.2          Entry.  Landlord or its authorized agents shall, after at least 24 hours prior written notice to Tenant, have the right to enter the Leased Premises (except for vaults and other secured areas) to perform repairs, to show the Leased Premises to potential purchasers or lenders and, during the last nine (9) months of the term, to potential tenants, but in exercising such rights, Landlord shall not interfere with or impair Tenant’s use and enjoyment of the Leased Premises.

3.3          Compliance with Laws, Rules and Regulations.  Landlord, at its sole cost and expense, shall comply with all laws and other legal requirements of state, federal, municipal or other agencies or bodies having jurisdiction over the use, operation, condition or occupancy of the Property, including the Leased Premises, including but not limited to those concerning environmental, health and safety matters, and access and facilities for handicapped or disabled persons (collectively, the “Laws”); provided that Tenant shall procure at its own expense all permits and licenses (not including, however, certificates of occupancy) required for the transaction of its business in the Leased Premises and shall comply with all Laws, regulations and orders related thereto.  Without limiting the generality of the foregoing, Landlord shall at its own expense comply with any Laws, ordinances, orders and other governmental requirements concerning asbestos (or its removal or containment) on the Property or in the Building (including the Leased Premises.) Tenant will comply with the rules and regulations of the Property adopted by Landlord, as amended, but the rules and regulations shall not materially impair Tenant’s rights under this Agreement or interfere with Tenant’s use of the Leased Premises.  Landlord covenants to enforce the rules and regulations in a fair and equitable manner as to all tenants of the Property.

ARTICLE 4 - UTILITIES AND SERVICES

4.1          Building Services.

(a)           Landlord shall provide all utilities and services for normal office uses, including hot and cold water, a tenant directory, electricity for normal office equipment, central heating and air conditioning, gas, sewer service, replacement of light bulbs in the Leased Premises and Common Areas, trash removal service, janitorial service (including daily cleaning service and periodic window cleaning), landscaping and such other services and utilities as are customarily provided by landlords in medical buildings in the locality of the Building.  The parties specifically agree that Tenant will be operating radiation oncology, and radiation oncology related, equipment on the premises, and such use shall be considered to be “normal office use.”  Landlord shall furnish central heating and air conditioning in season (on business days from 7:00 a.m. to 7:00 p.m.) at temperatures and in amounts as are generally provided in medical buildings in the locality of the Building or in compliance with any governmental regulations, whichever is greater.  Service for central heating and air conditioning at times other than as above provided shall be furnished upon not less than twenty-four (24) hours advance notice from Tenant, and Landlord shall be entitled to charge Tenant the cost incurred by

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Landlord in providing such overtime service, including reasonable charges for overhead and supervision in connection therewith, and if more than one tenant has requested or is furnished such overtime service for all or some of the same hours, the charge therefor will be prorated, based upon the number of tenants requesting and/or availing themselves of said overtime service concurrently.  Landlord shall also provide routine maintenance, painting and electric lighting service for all public areas and special service areas of the Property in the manner and to the extent generally provided in medical office buildings comparable to the Building in the locality where the Building is located.  Landlord may, in its sole discretion, provide additional services not enumerated herein.

(b)           If and so long as an interruption of a service or utility not due to a fire or other casualty or any act, neglect, fault or omission of any duty by Tenant, its agents, servants, employees or invitees, continues and shall interfere with the conduct of Tenant’s business for more than five (5) business days after notice of such interruption shall have been given to Landlord, the base rent to be paid hereunder shall be abated, to such an extent as is fair and reasonable under the circumstances, based on the degree of interference, from the date of such interruption until such service or utility shall be restored, and if such an interruption of a service or utility shall be so complete as to significantly interfere with the conduct of Tenant’s business therefrom for more than one (1) month after Landlord first receives notice of such interruption, then Tenant shall have the right to terminate this Lease by giving written notice thereof to Landlord at any time thereafter before such service or utility is restored.  Such termination shall be effective as of the date which Tenant shall specify in said notice, but not more than sixty (60) days after the date upon which said notice of termination is given.

(c)           In addition to the right to abate rent as set forth above, if such interruption continues for more than five (5) days after notice of such interruption has been given to Landlord, Tenant shall have the right, after giving Landlord notice thereof, to attempt to repair the interruption, without liability to Landlord (except for Tenant’s negligence), and Tenant may offset against rent due under this Agreement the reasonable cost of such repairs.

4.2          Theft or Burglary.  Landlord shall not be liable to Tenant for losses to Tenant’s property or personal injury caused by criminal acts or entry by any person into the Leased Premises or the Property, except to the extent of Landlord’s negligence, willful misconduct or breach of this Agreement.

4.3          Common Areas.  Tenant and its agents, employees, customers and invitees shall have the right in common with others to use the Common Areas.  Landlord shall not make any alteration or change to the Common Areas that would adversely affect Tenant or its business.

ARTICLE 5 - REPAIRS AND MAINTENANCE

5.1          Landlord Repairs.  Landlord shall maintain the Property in good order and condition and perform all necessary repairs and replacements in and to the Property, interior and exterior, structural and non-structural, ordinary and extraordinary and unforeseen and foreseen (except for (i) non-structural repairs in or to the Leased Premises that are expressly not

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Landlord’s responsibility under this Section 5.1, and (ii) repairs necessitated by Tenant or Tenant’s agents, employees or visitors).

5.2          Tenant Repairs.  Tenant, at its own cost and expense, shall maintain the Leased Premises in a good condition (except for those items that are the responsibility of Landlord under Section 5.1), and Tenant shall repair or replace any damage or injury to all or any part of the Leased Premises and/or the Property, caused by any act or omission of Tenant or Tenant’s agents, employees, invitees, licensees or visitors.

5.3          Request for Repairs.  All requests for repairs or maintenance that are the responsibility of Landlord pursuant to any provision of this Lease must be made in writing to Landlord.

ARTICLE 6 - ALTERATIONS AND IMPROVEMENTS

If any construction of Tenant improvements is necessary for the initial occupancy of the Leased premises, such construction shall be accomplished and the cost of such construction shall be borne by Tenant in accordance with a separate written “Leasehold Improvements Agreement” executed by Landlord and Tenant.  Tenant accepts the Leased Premises as being in good and satisfactory condition, except for latent defects.  Tenant shall not make or allow to be made any alterations, physical additions or improvements (“alterations”) in or to the Leased Premises without first obtaining the written consent of Landlord, except that Tenant may, without obtaining Landlord’s consent, make alterations or improvements (a) if the alterations or improvements do not adversely affect the structural elements or mechanical systems of the Building, do not exceed $15,000.00 in cost (excluding the cost of equipment, machinery or other items installed by Tenant) for any calendar year and do not violate applicable Laws or (b) if the alterations or improvements are required by Law.

ARTICLE 7 - CASUALTY AND INSURANCE

7.1          Substantial Destruction.  If (i) the Leased Premises or the Building should be destroyed by fire or other casualty, or (ii) the Leased Premises or the Building should be damaged so that rebuilding cannot reasonably be completed substantially within ninety (90) days after Landlord’s receipt of written notification by Tenant of the destruction, or (iii) the Building shall be so damaged as to render it unsuitable for use as a medical office building comparable to the use to which the Building was being put prior to the casualty and such damage cannot be repaired and the Building restored to such use within ninety (90) days from the date of the casualty, then, at Tenant’s option, this Lease may be terminated and, in such event the rent shall be abated for the unexpired portion of the Agreement, effective as of the date of the destruction or damage.

7.2          Partial Destruction.  If following damage or destruction to the Leased Premises or Building by fire or other casualty, this Agreement is not terminated pursuant to Section 7.1 hereof, Landlord shall proceed with reasonable diligence to rebuild or repair the Building, Leased Premises and other improvements to substantially the same conditions in which they existed prior to the damage.  If Tenant’s use of the Leased Premises or the conduct of its business is impaired due to the damage, whether or not the Leased Premises are themselves

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damaged, the rent payable under this Lease during the period of impairment shall be equitably reduced based on the degree to which Tenant’s use and enjoyment of the Leased Premises are impaired.  Landlord’s obligation to rebuild or restore under this Section shall be limited to restoring the Leased Premises and Building to substantially the condition in which the same existed prior to the casualty, exclusive of improvements for which Tenant is responsible under the terms of this Lease, and Tenant shall, promptly after the completion of such work by Landlord, proceed with reasonable diligence and at Tenant’s sole cost and expense to restore those improvements for which Tenant is responsible under the Lease to substantially the condition in which the same existed prior to the casualty and to otherwise make the Leased Premises suitable for Tenant’s use.  If this Lease is not terminated pursuant to Section 7.1 above, and if Landlord fails to substantially complete the necessary repairs or rebuilding within ninety (90) days from the date of Landlord’s receipt of written notification by Tenant of the destruction, Tenant may at its option terminate this Lease by delivering written notice of termination to Landlord, whereupon all rights and obligations under this Lease shall cease.

7.3          Property Insurance.  Landlord shall at all times during the term of this Lease insure the Property against risk of physical loss under standard fire and extended coverage policies of insurance in an amount at least equal to the full replacement cost of the Building.  Landlord shall not be obligated to insure any personal property of Tenant upon or within the Leased Premises, any fixtures installed or paid for by Tenant upon or within the Leased Premises, or any improvements which Tenant may construct on the Leased Premises.  Tenant shall have no right in or claim to the proceeds of any policy of insurance maintained by Landlord.  Tenant at all times during the term of this Lease shall, at its own expense, keep in full force and effect such insurance on its property against fire and such other risks as Tenant deems appropriate, using “blanket” insurance coverage if it so desires.

7.4          Waiver of Subrogation.  Anything in this Agreement to the contrary notwithstanding Landlord and Tenant hereby waive and release each other of and from any and all right of recovery, claim, action or cause of action, against each other, their agents, officers and employees, for any loss or damage that may occur to the Leased Premises, improvements to the Property, or personal property within the Property, by reason of fire or the elements, regardless of cause or origin, including negligence of Landlord or Tenant and their agents, officers and employees.  Landlord and Tenant agree immediately to give their respective insurance companies written notice of the terms of the mutual waivers contained in this Section, and to have the insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverages by reason of the mutual waivers.

7.5          Hold Harmless.  Tenant hereby indemnifies and agrees to hold Landlord harmless from and against all liability, damages, costs and expenses from causes of action, suits, claims, demands and judgments of any nature whatsoever caused by the use and occupancy of the Premises by Tenant, its invitees, officers or agents, except to the extent caused by the negligence or willful misconduct of Landlord, its agents or employees, or Landlord’s breach of this Lease.  Landlord hereby indemnifies and agrees to hold Tenant harmless from and against all liability, damages, costs and expenses from causes of action, suits, claims, demands and judgments of any nature whatsoever caused by the negligence or willful misconduct of Landlord, its agents or employees, or Landlord’s breach of this Agreement.

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7.6          Liability Insurance.  Landlord and Tenant at all times during the Lease Term shall each, at its own expense, keep in full force and effect comprehensive general liability insurance with “personal injury” coverage, with minimum limits of $1,000,000.00 on account of bodily injuries to, or death of, one or more than one person as the result of any one accident or occurrence and $500,000.00 on account of damage to property.  All insurance policies or duly executed certificates for the same required to be carried by Tenant under this Lease, together with satisfactory evidence of the payment of the premium thereof, shall be deposited with Landlord on the date Tenant first occupies the Leased Premises and upon renewals of such policies not less than fifteen (15) days prior to the expiration of the term of such coverage.  All insurance required to be carried by Tenant or Landlord under this Lease shall be in form and content, and written by insurers acceptable to the other party in its reasonable discretion.  If either Landlord or Tenant shall fail to comply with any of the requirements contained in this Agreement relating to insurance, the other party may obtain such insurance and the non-complying party shall pay to the other party, on demand, the premium cost thereof.

ARTICLE 8 - CONDEMNATION

8.1          Substantial Taking.  If (i) all of the Property or Leased Premises is taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof (a “taking”), or (ii) in the reasonable determination of Tenant a taking of the Leased Premises or other portion of the Property (including parking areas) occurs which would prevent or materially interfere for more than ninety (90) days with the use of the Leased Premises for the purposes for which they are then being used, this Agreement shall, at the option of Tenant, terminate, and the rent shall be abated during the unexpired portion of this Agreement effective on the date physical possession is taken by the condemning authority.

8.2          Partial Taking.  If this Agreement is not terminated as provided in Section 8.1 above, Landlord shall restore and reconstruct the Property, Leased Premises and other improvements on the Leased Premises, to the greatest degree practicable, to the condition existing prior to the taking.  The rent payable under this Lease during the unexpired portion of the term shall be reduced by a percentage equal to the percentage of the Leased Premises that are untenantable following such taking; provided, however, that if the taking affects a portion of the Leased Premises in a way that substantially impairs the ability of Tenant to provide medical services to the general public from the Leased Premises, then the Tenant shall at its option be entitled to terminate this Lease whereupon all rights and obligations under this Agreement shall terminate.

8.3          Condemnation Proceeds.  All compensation awarded for any taking (or the proceeds of private sale in lieu thereof), whether for the whole or a part of the Leased Premises, shall be the property of Landlord (whether such award is compensation for damages to Landlord’s or Tenant’s interest in the Leased Premises), and Tenant hereby assigns all of its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business or for taking of Tenant’s fixtures and other property within the Leased Premises if a separate award for such items is made to Tenant.

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ARTICLE 9 - ASSIGNMENT OR SUBLEASE

9.1Assignment; Sublease.

(a)Tenant shall not assign this Agreement or sublease the Leased Premises without the prior written consent of Landlord, which shall not be unreasonably withheld.  If Landlord does not notify Tenant in writing of Landlord’s objection to a proposed assignment of the Lease or a proposed sublease within five (5) business days after Tenant’s written notice to Landlord of its intent to assign the Lease or sublease the Leased Premises, Tenant may assume Landlord approves the proposed sublease or assignment, as applicable.

(b)Tenant agrees to subordinate its interest under this Agreement to any mortgage or deed of trust lien hereafter placed on the Property.

9.2Landlord Assignment.  Landlord shall have the right to sell, transfer or assign, in whole or in part its rights and obligations under this Lease and in the Property.  No such sale, transfer or assignment shall release Landlord from any liabilities under this Agreement.

9.3Estoppel Certificates.  Each party agrees to furnish, from time to time, within ten (10) days after receipt of a request from the other, an estoppel statement certifying such matters regarding this Agreement as may be reasonably required by the other.

ARTICLE 10 - LIENS

Landlord hereby waives and releases any lien, statutory, constitutional or otherwise, on any property of Tenant

ARTICLE 11 - DEFAULT AND REMEDIES

11.1Default by Tenant.  The following shall be deemed to be events of default by Tenant under this Agreement:  (1) Tenant shall fail to pay any installment of rent or any other payment required pursuant to this Lease and such default is not cured within five (5) days after receipt by Tenant of written notice thereof from Landlord; (2) Tenant or any guarantor of Tenant’s obligations hereunder shall file a petition or be adjudged bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency law or admit that it cannot meet its financial obligations as they become due, or a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant or any guarantor of Tenant’s obligations hereunder, and the same shall not be lifted or stayed within ninety (90) days thereafter; (3) Tenant or any guarantor of Tenant’s obligations hereunder shall make a transfer in fraud of creditors or shall make an assignment for the benefit of creditors; or (4) Tenant shall be in default of any other term, provision or covenant of this Lease, other than those specified in subparts (1) through (3) above, and such default is not cured within fifteen (15) days after receipt of written notice thereof from Landlord, provided that it shall not be an event of default if, as to defaults not reasonably capable of being cured within such fifteen (15) days, Tenant is diligently and continuously (subject to force majeure) prosecuting a cure of such default beyond such fifteen (15) day cure period.

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11.2Remedies for Tenant’s Default.  Upon the occurrence of any event of default set forth in this Agreement, Landlord shall have the option to pursue any one or more of the remedies set forth in this Section 11.2 without any additional notice or demand:

(1)Without declaring the Agreement terminated, Landlord may enter upon and take possession of the Leased Premises, after using judicial process, and not by picking, disabling or changing locks, and expel or remove Tenant and any other person who may be occupying all or any part of the Leased Premises and relet the Leased Premises on behalf of Tenant and receive the rent directly by reason of the reletting.

(2)Without declaring the Agreement terminated, Landlord may enter upon the Leased Premises, after using judicial process, and not by picking, disabling or changing locks, and do whatever Tenant is obligated to do under the terms of this Lease.  Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant’s obligations under this Lease.

(3)Landlord may terminate this Agreement, in which event Tenant shall immediately surrender the Leased Premises to Landlord, and if Tenant fails to surrender the Leased Premises, Landlord may, without prejudice to any other remedy which it may have for possession or arrearage in rent, enter upon and take possession of the Leased Premises, after using judicial process, and not by picking, disabling or changing locks, and expel or remove Tenant and any other person who may be occupying all or any part of the Leased Premises.  Tenant agrees to pay on demand the present value of the amount of all loss and damage which Landlord may suffer for any reason due to the termination of this Lease under this Section, including (without limitation) loss and damage due to the failure of Tenant to maintain and/or repair the Leased Premises as required hereunder and/or due to the inability of Landlord to relet the Leased Premises on satisfactory terms or otherwise.

11.3Remedies Cumulative.  All lights and remedies of Landlord and Tenant, respectively, herein or existing at law or in equity are cumulative and the exercise of one or more rights or remedies shall not be taken to exclude or waive the right to the exercise of any other.

11.4Default by Landlord.  Unless otherwise provided herein, if Landlord defaults in the performance of any term, covenant or condition required to be performed by Landlord under this Agreement.  Landlord shall have thirty (30) days following the receipt of written notice from Tenant specifying such default to cure such default.

11.5Tenant’s Remedies.  If Landlord shall default in the performance of its obligations hereunder and such default shall continue following the expiration of applicable cure periods expressly provided for in the preceding Section, Tenant may exercise one or more of the following remedies:

(a)Perform Landlord’s obligations hereunder, and offset the reasonable costs and expenses incurred by Tenant in doing so against rentals thereafter coming due hereunder;

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(b)Sue Landlord for damages suffered by Tenant as a consequence of Landlord’s default; and

(c)Notwithstanding any other provisions of this Lease, if Landlord’s defaults(s) shall render all or any portion of the Leased Premises or the Property untenantable for those uses customarily associated with a medical practice for more than sixty (60) days, Tenant shall be entitled a fair and reasonable rental abatement during the time that all or a portion of the Leased Premises are so rendered unsuitable, or Tenant may terminate this Lease and Tenant shall have no further obligation or liability hereunder.

11.6Mitigation.  If there is a default or event of default by one party, the other party shall use reasonable commercial efforts to mitigate its damages.

ARTICLE 12 - SIGNS

12.1Signs.  Tenant may, with Landlord’s prior written consent, install, repair, maintain and place such signs as it desires on the Building or Property, so long as it complies with applicable Laws.

ARTICLE 13 - MISCELLANEOUS

13.1Act of God.  Neither party shall be required to perform any covenant or obligation in this Lease, or be liable in damages to the other party, so long as the performance or non-performance of the covenant or obligation is delayed, caused or prevented by an act of God, by force majeure or by the other party (“force majeure”); provided however, that the foregoing shall not apply to or excuse the payment of rent or any other sum of money owing under this Lease.  An “act of God” or “force majeure” is defined for purposes of this Lease as strikes, lockouts, sitdowns, material or labor restrictions by any governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or inclement weather which prevents construction), acts of the public enemy, wars, insurrections, and/or any other cause not reasonably within the control of Landlord or Tenant, as the case may be, or which by the exercise of due diligence Landlord or Tenant, as the case may be, is unable wholly or in part to prevent or overcome.

13.2Attorney’s Fees.  If any action is brought by either Landlord or Tenant against the other relative to the enforcement of the terms, provisions, covenants and conditions of this Lease or in regard to any other matter relating to this Agreement, the party in whose favor final judgment shall be entered shall be entitled to recover court costs incurred and reasonable attorney’s fees, including fees incurred at trial, in bankruptcy, or on appeal.

13.3Successors.  This Agreement shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, personal representatives, successors and assigns.

13.4Notices.  Any notice under this Agreement shall be deemed to be delivered (whether or not actually received) three days after it is deposited in the United States Mail, postage prepaid, certified mail, return receipt required, addressed to the parties at the respective addresses set forth herein, or to such other addresses as the parties may have designated by

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written notice to each other, with copies of notices to Landlord being sent to Landlord’s address as shown herein.

13.5Exhibits.  All Exhibits referred to in this Agreement are attached hereto and incorporated herein by this reference.

13.6Reasonable Actions.  Each party shall act reasonably and promptly in connection with giving or withholding any consent, approval or similar action under this Agreement.

13.7Interpretation.  Whenever used in this Agreement, the word “including” (and variations thereof) shall mean “including but not limited to.”  The parties have negotiated the terms of this Agreement.  The parties intend this Lease to be interpreted according to the fair meaning of its provisions and not against the party who is alleged to have drafted it or any particular portion of it.

13.8Holdover.  If Tenant does not vacate the Property upon the expiration or earlier termination of this Lease and Landlord thereafter accepts rent from Tenant, Tenant’s occupancy of the Property shall be a “month-to-month” tenancy, subject to all of the terms of this Lease applicable to a month-to-month tenancy, except that the Base Rent then in effect shall be increased by ten percent (10%).

13.10Surrender.  At the end of the Lease Term, Tenant shall surrender the Leased Premises to Landlord in good condition and repair, subject to Articles 7 and 8 (regarding casualty and condemnation) and to reasonable wear and tear.  Tenant shall have the right at any time to remove any and all of the trade fixtures and personal property placed or installed by Tenant on the Property, but Tenant shall repair any damage caused by the removal.

13.11Quiet Enjoyment.  If Tenant pays the rent and complies with all other terms of this Agreement, Landlord warrants and covenants Tenant may occupy and enjoy the Leased Premises for the full Lease Term, subject to the provisions of this Lease.

This Agreement is executed by Landlord and Tenant on the respective dates set forth below (the date of signature of the last to sign of the parties hereto is the date of execution of this Lease), but for purposes of identification and reference, the date of this Lease shall be deemed to be the date first set forth on page 1 of this Lease.

WITNESSES:	TENANT:
	USCC FLORIDA ACQUISITION CORP.
	By:	/s/ Rick Baker
Print Name:	Name: Rick Baker
	Title CFO

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	Executed On:			,
Print Name:
	LANDLORD:
	8TH CITY LANDOWNERS
Print Name:
	By:	/s/ Shyam B. Paryani
Print Name:	Name:	Shyam B. Paryani
	Title:
	Executed On:		11/19/02	,

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LIST OF EXHIBITS

EXHIBIT “A”  Legal Description of Property

EXHIBIT “B”  Floor Plan of Leased Premises

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EXHIBIT “A”

Legal Description of the Land

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EXHIBIT “B”

Floor Plan of Leased Premises

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EX-10.35

Exhibit 10.35

OFFICE LEASE

This Lease is made as of October 1, 1999 (the “Lease Date”) by and between the Landlord and the Tenant named below.

ARTICLE 1 - BASIC LEASE TERMS

For the purposes of this Lease, the following terms shall have the meanings set forth below:

1.1Landlord.  6th City Landowners, a Florida general partnership.

1.2Tenant.  U.S. Cancer Care Acquisition Corp., a Florida corporation.

1.3Building.  The Building known as Orange Park Medical Center, at 2161 Kingsley Avenue, in Orange Pak Florida located on the tract of land (the “Land”) described in Exhibit “A” hereto.  The Building and the Land and any other improvements from time to time on said Land are collectively referred to herein as the “Property.”

1.4Leased Premises.  Suite(s) 100 on the 1st & 2nd floor of the Building, containing approximately 7500 square feet, as indicated on the floor plan attached as Exhibit “B”.

1.5Lease Term.  The period beginning on the earlier of:  (i) November 1, 1999; and (ii) the date when Tenant occupies the Leased Premises and commences its business operations therein, and ending on October 31, 2000.  Tenant has the right to renew and extend the Lease Term in accordance with the provisions of the attached Exhibit “C”.

1.6Commencement Date.  The “Commencement Date” shall be the date specified in Section 1.5 above for the beginning of the Lease Term.

1.7Base Rent.  Base rent is Eleven Thousand Two Hundred Fifty Dollars ($11,250) per month.

1.8Security Deposit.  There shall be no security deposit.

1.9Addresses.  Tenant’s address is:  700 Ygnacio Valley Road, Suite 300, Walnut Creek, California.  Landlord’s address is 3599 University Boulevard, Suite 1500, Jacksonville, Florida 32216.

1.10Permitted Use.  Medical offices in which radiation oncology equipment is operated, or in which radiation oncology services are provided.

1.11Common Areas.  All areas situated on or in the Property which are for use by tenants of the Property in common, including parking areas, streets, driveways, aisles, sidewalks, curbs, delivery passages, loading areas, lighting facilities, and all other areas situated on or in the Property which are designed for common use.

1.12Rent Commencement Date.  The Rent Commencement Date shall be the earlier of the date when Tenant occupies the Leased Premises and commences its business operations therein, or November 1, 1999.  Notwithstanding anything contained herein to the contrary:  (i) the Rent Commencement Date shall be deferred, and the term of this Lease extended one day for each day of delay beyond November 1, 1999 that the Leased Premises are not available for occupancy by the Tenant for any reason; and (ii) if, in accordance with the foregoing, the Rent Commencement Date has not occurred on or before January 1, 2000, then Tenant may, at its option, terminate this Lease by notice to Landlord.

ARTICLE 2 - GRANTING CLAUSE AND RENT PROVISIONS

2.1Grant of Premises.  Landlord hereby leases the Leased Premises to Tenant during the Lease Term, subject to the provisions of this Lease.

2.2Rent.  Tenant agrees toy the Rent to Landlord on the first day of each month during the term of this Lease, without demand, offset or reduction, except as otherwise set forth herein.  All Rent for any partial period shall be prorated.

ARTICLE 3 - OCCUPANCY AND USE

3.1Use.  The Leased Premises shall be used and occupied only for the purposes as set forth in Section 1.10.

3.2Entry.  Landlord or its authorized agents shall, after at least 24 hours prior written notice to Tenant, have the right to enter the Leased Premises (except for vaults and other secured areas) to perform repairs, to show the Leased Premises to potential purchasers or lenders and, during the last nine (9) months of the term, to potential tenants, but in exercising such rights, Landlord shall not interfere with or impair Tenant’s use and enjoyment of the Leased Premises.

3.3Compliance with Laws, Rules and Regulations.  Landlord, at its sole cost and expense, shall comply with all laws and other legal requirements of state, federal, municipal or other agencies or bodies having jurisdiction over the use, operation, condition or occupancy of the Property, including the Leased Premises, including but not limited to those concerning environmental, health and safety matters, and access and facilities for handicapped or disabled persons (collectively, the “Laws”); provided that Tenant shall procure at its own expense all permits and licenses (not including, however, certificates of occupancy) required for the transaction of its business in the Leased Premises and shall comply with all Laws, regulations and orders related thereto.  Without limiting the generality of the foregoing, Landlord shall at its own expense comply with any Laws, ordinances, orders and other governmental requirements concerning asbestos (or its removal or containment) on the Property or in the Building (including the Leased Premises.)  Tenant will comply with the rules and regulations of the Property adopted by Landlord, as amended, but the rules and regulations shall not materially impair Tenant’s rights under this Lease or interfere with Tenant’s use of the Leased Premises.  Landlord covenants to enforce the rules and regulations in a fair and equitable manner as to all tenants of the Property.

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ARTICLE 4 - UTILITIES AND SERVICES

4.1Building Services.

(a)Landlord shall provide all utilities and services for normal office uses, including hot and cold water, a tenant directory, electricity for normal office equipment, central heating and air conditioning, gas, elevators, sewer service, replacement of light bulbs in the Leased Premises and Common Areas, trash removal service, janitorial service (including daily cleaning service and periodic window cleaning), landscaping and such other services and utilities as are customarily provided by landlords in medical buildings in the locality of the Building.  The parties specifically agree that Tenant will be operating radiation oncology, and radiation oncology related, equipment on the premises, and such use shall be considered to be “normal office use.”  Landlord shall furnish central heating and air conditioning in season (on business days from 7:00 a.m. to 7:00 p.m.) at temperatures and in amounts as are generally provided in medical buildings in the locality of the Building or in compliance with governmental regulations, whichever is greater.  Service for central heating and air conditioning at times other than as above provided shall be furnished upon not less than twenty-four (24) hours advance notice from Tenant, and Landlord shall be entitled to charge Tenant the cost incurred by Landlord in providing such overtime service, including reasonable charges for overhead and supervision in connection therewith, and if more than one tenant has requested or is furnished such overtime service for all or some of the same hours, the charge therefor will be prorated, based upon the number of tenants requesting and/or availing themselves of said overtime service concurrently.  Landlord shall also provide routine maintenance, painting and electric lighting service for all public areas and special service areas of the Property in the manner and to the extent generally provided in medical office buildings comparable to the Building in the locality where the Building is located.  Landlord may, in its sole discretion, provide additional services not enumerated herein.

(b)If and so long as an interruption of a service or utility not due to a fire or other casualty or any act, neglect, fault or omission of any duty by Tenant, its agents, servants, employees or invitees, continues and shall interfere with the conduct of Tenant’s business for more than five (5) business days after notice of such interruption shall have been given to Landlord, the base rent to be paid hereunder shall be abated, to such an extent as is fair and reasonable under the circumstances, based on the degree of interference, from the date of such interruption until such service or utility shall be restored, and if such an interruption of a service or utility shall be so complete as to significantly interfere with the conduct of Tenant’s business therefrom for more than one (1) month after Landlord first receives notice of such interruption, then Tenant shall have the right to terminate this Lease by giving written notice thereof to Landlord at any time thereafter before such service or utility is restored.  Such termination shall be effective as of the date which Tenant shall specify in said notice, but not more than sixty (60) days after the date upon which said notice of termination is given.

(c)In addition to the right to abate rent as set forth above, if such interruption continues for more than five (5) days after notice of such interruption has been given to Landlord, Tenant shall have the right, after giving Landlord notice thereof, to attempt to

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repair the interruption, without liability to Landlord (except for Tenant’s negligence), and Tenant may offset against rent due under this Lease the reasonable cost of such repairs.

4.2Theft or Burglary.  Landlord shall not be liable to Tenant for losses to Tenant’s property or personal injury caused by criminal acts or entry by any person into the Leased Premises or the Property, except to the extent of Landlord’s negligence, willful misconduct or breach of this Lease.

4.3Common Areas.  Tenant and its agents, employees, customers and invitees shall have the right in common with others to use the Common Areas.  Landlord shall not make any alteration or change to the Common Areas that would adversely affect Tenant or its business.

ARTICLE 5 - REPAIRS AND MAINTENANCE

5.1Landlord Repairs.  Landlord shall maintain the Property in good order and condition and perform all necessary repairs and replacements in and to the Property, interior and exterior, structural and non-structural, ordinary and extraordinary and unforeseen and foreseen (except for (1) non-structural repairs in or to the Leased Premises that are expressly not Landlord’s responsibility under this Section 5.1, and (ii) repairs necessitated by Tenant or Tenant’s agents, employees or visitors).

5.2Tenant Repairs.  Tenant, at its own cost and expense, shall maintain the Leased Premises in a good condition (except for those items that are the responsibility of Landlord under Section 5.1), and Tenant shall repair or replace any damage or injury to all or any part of the Leased Premises and/or the Property, caused by any act or omission of Tenant or Tenant’s agents, employees, invitees, licensees or visitors.

5.3Request for Repairs.  All requests for repairs or maintenance that are the responsibility of Landlord pursuant to any provision of this Lease must be made in writing to Landlord.

ARTICLE 6 - ALTERATIONS AND IMPROVEMENTS

If any construction of Tenant improvements is necessary for the initial occupancy of the Leased Premises, such construction shall be accomplished and the cost of such construction shall be borne by Tenant in accordance with a separate written “Leasehold Improvements Agreement” executed by Landlord and Tenant.  Tenant accepts the Leased Premises as being in good and satisfactory condition, except for latent defects.  Tenant shall not make or allow to be made any alterations, physical additions or improvements (“alterations”) in or to the Leased Premises without first obtaining the written consent of Landlord, except that Tenant may, without obtaining Landlord’s consent, make alterations or improvements (a) if the alterations or improvements do not adversely affect the structural elements or mechanical systems of the Building, do not exceed $15,000.00 in cost (excluding the cost of equipment, machinery or other items installed by Tenant) for any calendar year and do not violate applicable Laws or (b) if the alterations or improvements are required by Law.

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ARTICLE 7 - CASUALTY AND INSURANCE

7.1Substantial Destruction.  If (i) the Leased Premises or the Building should be destroyed by fire or other casualty, or (ii) the Leased Premises or the Building should be damaged so that rebuilding cannot reasonably be completed substantially within ninety (90) days after Landlord’s receipt of written notification by Tenant of the destruction, or (iii) the Building shall be so damaged as to render it unsuitable for use as a medical office building comparable to the use to which the Building was being put prior to the casualty and such damage cannot be repaired and the Building restored to such use within ninety (90) days from the date of the casualty, then, at Tenant’s option, this Lease may be terminated and, in such event, the rent shall be abated for the unexpired portion of the Lease, effective as of the date of the destruction or damage.

7.2Partial Destruction.  If following damage or destruction to the Leased Premises or Building by fire or other casualty, this Lease is not terminated pursuant to Section 7.1 hereof, Landlord shall proceed with reasonable diligence to rebuild or repair the Building, Leased Premises and other improvements to substantially the same conditions in which they existed prior to the damage.  If Tenant’s use of the Leased Premises or the conduct of its business is impaired due to the damage, whether or not the Leased Premises are themselves damaged, the rent payable under this Lease during the period of impairment shall be equitably reduced based on the degree to which Tenant’s use and enjoyment of the Leased Premises are impaired.  Landlord’s obligation to rebuild or restore under this Section shall be limited to restoring the Leased Premises and Building to substantially the condition in which the same existed prior to the casualty, exclusive of improvements for which Tenant is responsible under the terms of this Lease, and Tenant shall, promptly after the completion of such work by Landlord, proceed with reasonable diligence and at Tenant’s sole cost and expense to restore those improvements for which Tenant is responsible under the Lease to substantially the condition in which the same existed prior to the casualty and to otherwise make the Leased Premises suitable for Tenant’s use.  If this Lease is not terminated pursuant to Section 7.1 above, and if Landlord fails to substantially complete the necessary repairs or rebuilding within ninety (90) days from the date of Landlord’s receipt of written notification by Tenant of the destruction, Tenant may at its option terminate this Lease by delivering written notice of termination to Landlord, whereupon all rights and obligations under this Lease shall cease.

7.3Property Insurance.  Landlord shall at all times during the term of this Lease insure the Property against risk of physical loss under standard fire and extended coverage policies of insurance in an amount at least equal to the full replacement cost of the Building.  Landlord shall not be obligated to insure any personal property of Tenant upon or within the Leased Premises, any fixtures installed or paid for by Tenant upon or within the Leased Premises, or any improvements which Tenant may construct on the Leased Premises.  Tenant shall have no right in or claim to the proceeds of any policy of insurance maintained by Landlord.  Tenant at all times during the term of this Lease shall, at its own expense, keep in full force and effect such insurance on its property against fire and such other risks as Tenant deems appropriate, using “blanket” insurance coverage if it so desires.

7.4Waiver of Subrogation.  Anything in this Lease to the contrary notwithstanding, Landlord and Tenant hereby waive and release each other of and from any and all right of

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recovery, claim, action or cause of action, against each other, their agents, officers and employees, for any loss or damage that may occur to the Leased Premises, improvements to the Property, or personal property within the Property, by reason of fire or the elements, regardless of cause or origin, including negligence of Landlord or Tenant and their agents, officers and employees.   Landlord and Tenant agree immediately to give their respective insurance companies written notice of the terms of the mutual waivers contained in this Section, and to have the insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverages by reason of the mutual waivers.

7.5Hold Harmless.  Tenant hereby indemnifies and agrees to hold Landlord harmless from and against all liability, damages, costs and expenses from causes of action, suits, claims, demands and judgments of any nature whatsoever caused by the use and occupancy of the Premises by Tenant, its invitees, officers or agents, except to the extent caused by the negligence or willful misconduct of Landlord, its agents or employees, or Landlord’s breach of this Lease.  Landlord hereby indemnifies and agrees to hold Tenant harmless from and against all liability, damages, costs and expenses from causes of action, suits, claims, demands and judgments of any nature whatsoever caused by the negligence or willful misconduct of Landlord, its agents or employees, or Landlord’s breach of this Lease.

7.6Liability Insurance.  Landlord and Tenant at all times during the Lease term shall each, at its own expense, keep in full force and effect comprehensive general liability insurance with “personal injury” coverage, with minimum limits of $1,000,000.00 on account of bodily injuries to, or death of, one or more than one person as the result of any one accident or occurrence and $500,000,00 on account of damage to property.  All insurance policies or duly executed certificates for the same required to be carried by Tenant under this Lease, together with satisfactory evidence of the payment of the premium thereof, shall be deposited with Landlord on the date Tenant first occupies the Leased Premises and upon renewals of such policies not less than fifteen (15) days prior to the expiration of the term of such coverage.  All insurance required to be carried by Tenant or Landlord under this Lease shall be in form and content, and written by insurers acceptable to the other party in its reasonable discretion.  If either Landlord or Tenant shall fail to comply with any of the requirements contained in this Lease relating to insurance, the other party may obtain such insurance and the non-complying party shall pay to the other party, on demand, the premium cost thereof.

ARTICLE 8 - CONDEMNATION

8.1Substantial Taking.  If (i) all of the Property or Leased Premises is taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof (a “taking”), or (ii) in the reasonable determination of Tenant a taking of the Leased Premises or other portion of the Property (including parking areas) occurs which would prevent or materially interfere for more than ninety (90) days with the use of the Leased Premises for the purposes for which they are then being used, this Lease shall, at the option of Tenant, terminate, and the rent shall be abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority.

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8.2Partial Taking.  If this Lease is not terminated as provided in Section 8.1 above, Landlord shall restore and reconstruct the Property, Leased Premises and other improvements on the Leased Premises, to the greatest degree practicable, to the condition existing prior to the taking.  The rent payable under this Lease during the unexpired portion of the term shall be reduced by a percentage equal to the percentage of the Leased Premises that are untenantable following such taking; provided, however, that if the taking affects a portion of the Leased Premises in a way that substantially impairs the ability of Tenant to provide medical services to the general public from the Leased Premises, then the Tenant shall at its option be entitled to terminate this Lease whereupon all rights and obligations under this Lease shall terminate.

8.3Condemnation Proceeds.  All compensation awarded for any taking (or the proceeds of private sale in lieu thereof), whether for the whole or a part of the Leased Premises, shall be the property of Landlord (whether such award is compensation for damages to Landlord’s or Tenant’s interest in the Leased Premises), and Tenant hereby assigns all of its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business or for taking of Tenant’s fixtures and other property within the Leased Premises if a separate award for such items is made to Tenant.

ARTICLE 9 - ASSIGNMENT OR SUBLEASE

9.1Assignment; Sublease.

(a)Tenant shall not assign this Lease or sublease the Leased Premises without the prior written consent of Landlord.  If Landlord does not notify Tenant in writing of Landlord’s objection to a proposed assignment of the Lease or a proposed sublease within five (5) business days after Tenant’s written notice to Landlord of its intent to assign the Lease or sublease the Leased Premises, Tenant may assume Landlord approves the proposed sublease or assignment, as applicable.

(b)Tenant agrees to subordinate its interest under this Lease to any mortgage or deed of trust lien hereafter placed on the Property.

9.2Landlord Assignment.  Landlord shall have the right to sell, transfer or assign, in whole or in part, its rights and obligations under this Lease and in the Property.  No such sale, transfer or assignment shall release Landlord from any liabilities under this Lease.

9.3Estoppel Certificates.  Each party agrees to furnish, from time to time, within ten (10) days after receipt of a request from the other, an estoppel statement certifying such matters regarding this Lease as may be reasonably required by the other.

ARTICLE 10 - LIENS

Landlord hereby waives and releases any lien, statutory, constitutional or otherwise, on any property of Tenant.

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ARTICLE 11 - DEFAULT AND REMEDIES

11.1        Default by Tenant.  The following shall be deemed to be events of default by Tenant under this Lease:  (1) Tenant shall fail to pay any installment of rent or any other payment required pursuant to this Lease and such default is not cured within five (5) days after receipt by Tenant of written notice thereof from Landlord; (2) Tenant or any guarantor of Tenant’s obligations hereunder shall file a petition or he adjudged bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency law or admit that it cannot meet its financial obligations as they become due, or a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant or any guarantor of Tenant’s obligations hereunder, and the same shall not be lifted or stayed within ninety (90) days thereafter; (3) Tenant or any guarantor of Tenant’s obligations hereunder shall make a transfer in fraud of creditors or shall make an assignment for the benefit of creditors; or (4) Tenant shall be in default of any other term, provision or covenant of this Lease, other than those specified in subparts (1) through (3) above, and such default is not cured within fifteen (15) days after receipt of written notice thereof from Landlord, provided that it shall not be an event of default if, as to defaults not reasonably capable of being cured within such fifteen (15) days, Tenant is diligently and continuously (subject to force majeure) prosecuting a cure of such default beyond such fifteen (15) day cure period.

11.2        Remedies for Tenant’s Default.  Upon the occurrence of any event of default set forth in this Lease, Landlord shall have the option to pursue any one or more of the remedies set forth in this Section 11.2 without any additional notice or demand:

(1)           Without declaring the Lease terminated, Landlord may enter upon and take possession of the Leased Premises, after using judicial process, and not by picking, disabling or changing locks, and expel or remove Tenant and any other person who may be occupying all or any part of the Leased Premises and relet the Leased Premises on behalf of Tenant and receive the rent directly by reason of the reletting.

(2)           Without declaring the Lease terminated, Landlord may enter upon the Leased Premises, after using judicial process, and not by picking, disabling or changing locks, and do whatever Tenant is obligated to do under the terms of this Lease.  Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant’s obligations under this Lease.

(3)           Landlord may terminate this Lease, in which event Tenant shall immediately surrender the Leased Premises to Landlord, and if Tenant fails to surrender the Leased Premises, Landlord may, without prejudice to any other remedy which it may have for possession or arrearage in rent, enter upon and take possession of the Leased Premises, after using judicial process, and not by picking, disabling or changing locks, and expel or remove Tenant and any other person who may be occupying all or any part of the Leased Premises.  Tenant agrees to pay on demand the present value of the amount of all loss and damage which Landlord may suffer for any reason due to the termination of this Lease under this Section, including (without limitation) loss and damage due to the failure of Tenant to maintain and/or repair the Leased Premises as required hereunder

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and/or due to the inability of Landlord to relet the Leased Premises on satisfactory terms or otherwise.

11.3        Remedies Cumulative.  All rights and remedies of Landlord and Tenant, respectively, herein or existing at law or in equity are cumulative and the exercise of one or more rights or remedies shall not be taken to exclude or waive the right to the exercise of any other.

11.4        Default by Landlord.  Unless otherwise provided herein, if Landlord defaults in the performance of any term, covenant or condition required to be performed by Landlord under this Lease, Landlord shall have thirty (30) days following the receipt of written notice from Tenant specifying such default to cure such dank.

11.5        Tenant’s Remedies.  If Landlord shall default in the performance of its obligations hereunder and such default shall continue following the expiration of applicable cure periods expressly provided for in the preceding Section, Tenant may exercise one or more of the following remedies:

(a)           Perform Landlord’s obligations hereunder, and offset the reasonable costs and expenses incurred by Tenant in doing so against rentals thereafter coming due hereunder;

(b)           Sue Landlord for damages suffered by Tenant as a consequence of Landlord’s default; and

(c)           Notwithstanding any other provisions of this Lease, if Landlord’s defaults(s) shall render all or any portion of the Leased Premises or the Property untenantable for those uses customarily associated with a medical practice for more than sixty (60) days, Tenant shall be entitled a fair and reasonable rental abatement during the time that all or a portion of the Leased Premises are so rendered unsuitable, or Tenant may terminate this Lease and Tenant shall have no further obligation or liability hereunder.

11.6        Mitigation.  If there is a default or event of default by one party, the other party shall use reasonable commercial efforts to mitigate its damages.

ARTICLE 12 - SIGNS

12.1        Signs.  Tenant may, with Landlord’s prior written consent, install, repair, maintain and replace such signs as it desires on the Building or Property, so long as it complies with applicable Laws.

ARTICLE 13 - MISCELLANEOUS

13.1        Act of God.  Neither party shall be required to perform any covenant or obligation in this Lease, or be liable in damages to the other party, so long as the performance or non-performance of the covenant or obligation is delayed, caused or prevented by an act of God, by force majeure or by the other party (“force majeure”); provided however, that the foregoing shall not apply to or excuse the payment of rent or any other sum of money owing under this

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Lease.  An “act of God” or “force majeure” is defined for purposes of this Lease as strikes, lockouts, sitdowns, material or labor restrictions by any governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or inclement weather which prevents construction), acts of the public enemy, wars, insurrections, and/or any other cause not reasonably within the control of Landlord or Tenant, as the case may be, or which by the exercise of due diligence Landlord or Tenant, as the case may be, is unable wholly or in part, to prevent or overcome.

13.2        Attorney’s Fees.  If any action is brought by either Landlord or Tenant against the other relative to the enforcement of the terms, provisions covenants and conditions of this Lease or in regard to any other matter relating to this Lease, the party in whose favor final judgment shall be entered shall be entitled to recover court costs incurred and reasonable attorney’s fees, including fees incurred at trial, in bankruptcy, or on appeal.

13.3        Successors.  This Lease shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, personal representatives, successors and assigns.

13.4        Notices.  Any notice under this Lease shall be deemed to be delivered (whether or not actually received) three days after it is deposited in the United States Mail, postage prepaid, certified mail, return receipt required, addressed to the parties at the respective addresses set forth herein, or to such other addresses as the parties may have designated by written notice to each other, with copies of notices to Landlord being sent to Landlord’s address as shown herein.

13.5        Exhibits.  All exhibits referred to in this Lease are attached hereto and incorporated herein by this reference.

13.6        Reasonable Actions.  Each party shall act reasonably and promptly in connection with giving or withholding any consent, approval or similar action under this Lease.

13.7        Interpretation.  Whenever used in this Lease, the word “including” (and variations thereof) shall mean “including but not limited to.”  The parties have negotiated the terms of this Lease.  The parties intend this Lease to be interpreted according to the fair meaning of its provisions and not against the party who is alleged to have drafted it or any particular portion of it.

13.8        Holdover.  If Tenant does not vacate the Property upon the expiration or earlier termination of this Lease and Landlord thereafter accepts rent from Tenant, Tenant’s occupancy of the Property shall be a “month-to-month” tenancy, subject to all of the terms of this Lease applicable to a month-to-month tenancy, except that the Base Rent then in effect shall be increased by twenty-five percent (25%).

13.10      Surrender.  At the end of the Lease Term, Tenant shall surrender the Leased Premises to Landlord in good condition and repair, subject to Articles 7 and 8 (regarding casualty and condemnation) and to reasonable wear and tear.  Tenant shall have the right at any time to remove any and all of the trade fixtures and personal property placed or installed by Tenant on the Property, but Tenant shall repair any damage caused by the removal.

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13.11      Quiet Enjoyment.  If Tenant pays the rent and complies with all other terms of this Lease, Landlord warrants and covenants Tenant may occupy and enjoy the Leased Premises for the full Lease Term, subject to the provisions of this Lease.

This Lease is executed by Landlord and Tenant on the respective dates set forth below (the date of signature of the last to sign of the parties hereto is the date of execution of this Lease), but for purposes of identification and reference, the date of this Lease shall be deemed to be the date first set forth on page 1 of this Lease.

WITNESSES:	TENANT:

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EXHIBIT “C”

RENEWAL OPTION

This Exhibit is attached to and forms a part of the Lease dated October 1, 1999, between U.S. Cancer Care Acquisition Corp., a Florida corporation, as Tenant, and 6th City Landowners, as Landlord, covering the Leased Premises in the building commonly known as  Orange Park Cancer Center in Orange Park, Florida (“the Lease”).  The terms used and not otherwise defined in this Exhibit shall have the same definitions as set forth in the Lease.  The provisions of this Exhibit shall prevail over any inconsistent or conflicting provisions of the Lease.

1.             Provided the Lease is still in full force and effect and there is no uncured event of default by Tenant under the Lease, Tenant shall have the right and option to renew the Lease for four (4) consecutive additional one (1) year terms (each such term being hereinafter called a “Renewal Term”), on the following terms and conditions:

(a)           Tenant shall exercise the right and option to renew the term of this Lease by giving Landlord written notice thereof prior to the expiration of the primary term or any Renewal Term, as applicable.

(b)           The Rent during each Renewal Term shall be determined as set forth below.  The Rent shall be adjusted on the first day of the Renewal Term (the “Rental Adjustment Date”) to the “fair rental value” of the Leased Premises.

(c)           For the purposes of such appraisal, the term “fair rental value” shall mean the price that a ready and willing tenant would pay, as of the Rental Adjustment Date, as monthly rent to a ready and willing landlord of property comparable to the Leased Premises if such property were exposed for lease on the open market for a reasonable period of time and taking into account all of the purposes for which such property may be used as provided in the Lease.

(d)           Notwithstanding the foregoing, if Tenant objects to the determination of the new base rent, as determined above, then Tenant shall have the right to rescind its prior notice to Landlord exercising the right and option to renew this Lease by giving Landlord written notice of such rescission within 15 days after Tenant receives notice of the final determination thereof and the term of the Lease shall expire as if Tenant had not exercised such right and option to renew the term of this Lease.

(e)           The leasing of the Leased Premises by Landlord to Tenant during a Renewal Term shall be upon all terms and conditions set forth in the Lease, except as expressly modified by this Exhibit.  Either party, if requested by the other, agrees to execute a new lease for each Renewal Term on the same terms and conditions set forth in the Lease, except as modified with respect to the base rent in accordance with the terms of this Exhibit.

INITIALS:
Landlord:	/s/
Tenant:	/s/

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EX-10.36

Exhibit 10.36

ADDENDUM TO SIXTH CITY LANDOWNERS & USSC LEASE

This Amends effective October 1, 2004 dated the original Lease October 1, 1999, between U.S. Cancer Care Acquisition Corp., a Florida corporation, as Tenant, and 6th City Landowners, as Landlord, covering the Leased Premises in the building commonly known as   Orange Park Cancer Center in Orange Park, Florida (“the Lease”).  The terms used and not otherwise defined in this Amendment shall have the same definitions as set forth in the Lease.  The provisions of this Amendment shall prevail over any inconsistent or conflicting provisions of the Lease.

1.             Provided the Lease is still in full force and effect and there is no uncured event of default by Tenant under the Lease, Tenant shall have the right and option to renew the Lease for 10 (10) consecutive additional one (1) year terms (each such term being hereinafter called a “Renewal Term”), on the following terms and conditions:

(a)           Tenant shall exercise the right and option to renew the term of this Lease by giving Landlord written notice thereof prior to the expiration of the primary term or any Renewal Term, as applicable.

(b)           The Rent during each Renewal Term shall be determined as set forth below.  The Rent shall be adjusted on the first day of the Renewal Term (the “Rental Adjustment Date”) to the “fair rental value” of the Leased Premises.

(c)           For the purposes of such appraisal, the term “fair rental value” shall mean the price that a ready and willing tenant would pay, as of the Rental Adjustment Date, as monthly rent to a ready and willing landlord of property comparable to the Leased Premises if such property were exposed for lease on the open market for a reasonable period of time and taking into account all of the purposes for which such property may be used as provided in the Lease.

(d)           Notwithstanding the foregoing, if Tenant objects to the determination of the new base rent, as determined above, then Tenant shall have the right to rescind its prior notice to Landlord exercising the right and option to renew this Lease by giving Landlord written notice of such rescission within 15 days after Tenant receives notice of the final determination thereof and the term of the Lease shall expire as if Tenant had not exercised such right and option to renew the term of this Lease.

(e)           The leasing of the Leased Premises by Landlord to Tenant during a Renewal Term shall be upon all terms and conditions set forth in the Lease, except as expressly modified by this Exhibit.  Either party, if requested by the other, agrees to execute a new lease for each Renewal Term on the same terms and conditions set forth in the Lease, except as modified with respect to the base rent in accordance with the terms of this Exhibit.

EX-10.37

Exhibit 10.37

OFFICE LEASE

This Lease Agreement is made as of February 1, 2003 (the “Lease Date”) by and between the Landlord and the Tenant named below (“Agreement”).

ARTICLE 1 - BASIC LEASE TERMS

For the purposes of this Lease, the following terms shall have the meanings set forth below:

1.1          Landlord.  Ninth City Land Owners, a Florida general partnership.

1.2          Tenant.  USCC Florida Acquisition Corp., a Delaware corporation.

1.3          Building.  The Building known as Florida Cancer Center, 3599 University Blvd South Suite 1500, Jacksonville, FL 32216 located on the tract of land (the “Land”) described in Exhibit “A” hereto.  The Building and the Land and any other improvements from time to time on said Land are collectively referred to herein as the “Property.”

1.4          Leased Premises.  The entire building located at above address.

1.5          Lease Term.  The Lease Term of the Agreement shall commence on February 1, 2003 and continue for a period of five years, ending on February 1, 2008.  The Agreement shall automatically renew for an additional lease term of five years (“Renewal Term”), unless terminated by the Tenant by giving written notice at least 90 days prior to the expiration of the Lease Term.

1.6          Commencement Date.  The “Commencement Date” shall be February 1, 2003.

1.7          Base Rent.  Base rent is:

Phase I monthly rent equal to $1.50 per square ft. or
Total Base Rent of $5500 monthly plus applicable Florida Sales Tax.

In Addition, the Base Rent may be increased annually after the first anniversary of the Lease Term equal to the annual published Consumer Price Index (“CPI”), not to exceed fair market value of comparable property..

All rent is due and payable on the 1st day of the month.  Landlord may assess a late fee of 1% monthly on amounts due for failure to pay by the 5th day of the month.

1.8          Security Deposit.  There shall be no security deposit.

1.9          Addresses.  Tenant’s address is: 610 Newport Center Drive, Suite 350, Newport Beach, California, 92660.  Landlord’s address is 3599 University Boulevard, Suite 1000, Jacksonville, Florida 32216.

1.10        Permitted Use.  Medical offices in which radiation oncology equipment is operated, or in which radiation oncology services are provided.

1.11        Common Areas.  All areas situated on or in the Property which are for use by tenants of the Property in common, including parking areas, streets, driveways, aisles, sidewalks, curbs, delivery passages, loading areas, lighting facilities, and all other areas situated on or in the Property which are designed for common use.

1.12        Rent Commencement Date.  The Rent Commencement Date shall be February 1, 2003.

ARTICLE 2 - GRANTING CLAUSE AND RENT PROVISIONS

2.1          Grant of Premises.  Landlord hereby leases the Leased Premises to Tenant during the Lease Term, subject to the provisions of this Agreement.

2.2          Rent.  Tenant agrees to pay the Rent to Landlord on the first day of each month during the term of this Agreement, without demand, offset or reduction, except as otherwise set forth herein.  All Rent for any partial period shall be prorated.

ARTICLE 3 - OCCUPANCY AND USE

3.1          Use.  The Leased Premises shall be used and occupied only for the purposes as set forth in action 1.10.

3.2          Entry.  Landlord or its authorized agents shall, after at least 24 hours prior written notice to Tenant, have the right to enter the Leased Premises (except for vaults and other secured areas) to perform repairs, to show the Leased Premises to potential purchasers or lenders and, during the last nine (9) months of the term, to potential tenants, but in exercising such rights, Landlord shall not interfere with or impair Tenant’s use and enjoyment of the Leased Premises.

3.3          Compliance with Laws, Rules and Regulations.  Landlord, at its sole cost and expense, shall comply with all laws and other legal requirements of state, federal, municipal or other agencies or bodies having jurisdiction over the use, operation, condition or occupancy of the Property, including the Leased Premises, including but not limited to those concerning environmental, health and safety matters, and access and facilities for handicapped or disabled persons (collectively, the “Laws”); provided that Tenant shall procure at its own expense all permits and licenses (not including, however, certificates of occupancy) required for the transaction of its business in the Leased Premises and shall comply with all Laws, regulations and orders related thereto.  Without limiting the generality of the foregoing, Landlord shall at its own expense comply with any Laws, ordinances, orders and other governmental requirements concerning asbestos (or its removal or containment) on the Property or in the Building (including the Leased Premises.) Tenant will comply with the rules and regulations of the Property adopted by Landlord, as amended, but the rules and regulations shall not materially impair Tenant’s rights under this Agreement or interfere with Tenant’s use of the Leased Premises.  Landlord covenants to enforce the rules and regulations in a fair and equitable manner as to all tenants of the Property.

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ARTICLE 4 - UTILITIES AND SERVICES

4.1          Building Services.

(a)           Landlord shall provide all utilities and services for normal office uses, including hot and cold water, a tenant directory, electricity for normal office equipment, central heating and air conditioning, gas, sewer service, replacement of light bulbs in the Leased Premises and Common Areas, trash removal service, janitorial service (including daily cleaning service and periodic window cleaning), landscaping and such other services and utilities as are customarily provided by landlords in medical buildings in the locality of the Building.  The parties specifically agree that Tenant will be operating radiation oncology, and radiation oncology related, equipment on the premises, and such use shall be considered to be “normal office use.”  Landlord shall furnish central heating and air conditioning in season (on business days from 7:00 a.m. to 7:00 p.m.) at temperatures and in amounts as are generally provided in medical buildings in the locality of the Building or in compliance with any governmental regulations, whichever is greater.  Service for central heating and air conditioning at times other than as above provided shall be furnished upon not less than twenty-four (24) hours advance notice from Tenant, and Landlord shall be entitled to charge Tenant the cost incurred by Landlord in providing such overtime service, including reasonable charges for overhead and supervision in connection therewith, and if more than one tenant has requested or is furnished such overtime service for all or some of the same hours, the charge therefor will be prorated, based upon the number of tenants requesting and/or availing themselves of said overtime service concurrently.  Landlord shall also provide routine maintenance, painting and electric lighting service for all public areas and special service areas of the Property in the manner and to the extent generally provided in medical office buildings comparable to the Building in the locality where the Building is located.  Landlord may, in its sole discretion, provide additional services not enumerated herein.

(b)           If and so long as an interruption of a service or utility not due to a fire or other casualty or any act, neglect, fault or omission of any duty by Tenant, its agents, servants, employees or invitees, continues and shall interfere with the conduct of Tenant’s business for more than five (5) business days after notice of such interruption shall have been given to Landlord, the base rent to be paid hereunder shall be abated, to such an extent as is fair and reasonable under the circumstances, based on the degree of interference, from the date of such interruption until such service or utility shall be restored, and if such an interruption of a service or utility shall be so complete as to significantly interfere with the conduct of Tenant’s business therefrom for more than one (1) month after Landlord first receives notice of such interruption, then Tenant shall have the right to terminate this Lease by giving written notice thereof to Landlord at any time thereafter before such service or utility is restored.  Such termination shall be effective as of the date which Tenant shall specify in said notice, but not more than sixty (60) days after the date upon which said notice of termination is given.

(c)           In addition to the right to abate rent as set forth above, if such interruption continues for more than five (5) days after notice of such interruption has been given to Landlord, Tenant shall have the right, after giving Landlord notice thereof, to attempt to repair the interruption, without liability to Landlord (except for Tenant’s negligence), and Tenant may offset against rent due under this Agreement the reasonable cost of such repairs.

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4.2          Theft or Burglary.  Landlord shall not be liable to Tenant for losses to Tenant’s property or personal injury caused by criminal acts or entry by any person into the Leased Premises or the Property, except to the extent of Landlord’s negligence, willful misconduct or breach of this Agreement.

4.3          Common Areas.  Tenant and its agents, employees, customers and invitees shall have the right in common with others to use the Common Areas.  Landlord shall not make any alteration or change to the Common Areas that would adversely affect Tenant or its business.

ARTICLE 5 - REPAIRS AND MAINTENANCE

5.1          Landlord Repairs.  Landlord shall maintain the Property in good order and condition and perform all necessary repairs and replacements in and to the Property, interior and exterior, structural and non-structural, ordinary and extraordinary and unforeseen and foreseen (except for (i) non-structural repairs in or to the Leased Premises that are expressly not Landlord’s responsibility under this Section 5.1, and (ii) repairs necessitated by Tenant or Tenant’s agents, employees or visitors).

5.2          Tenant Repairs.  Tenant, at its own cost and expense, shall maintain the Leased Premises in a good condition (except for those items that are the responsibility of Landlord under Section 5.1), and Tenant shall repair or replace any damage or injury to all or any part of the Leased Premises and/or the Property, caused by any act or omission of Tenant or Tenant’s agents, employees, invitees, licensees or visitors.

5.3          Request for Repairs.  All requests for repairs or maintenance that are the responsibility of Landlord pursuant to any provision of this Lease must be made in writing to Landlord.

ARTICLE 6 - ALTERATIONS AND IMPROVEMENTS

If any construction of Tenant improvements is necessary for the initial occupancy of the Leased Premises, such construction shall be accomplished and the cost of such construction shall be borne by Tenant in accordance with a separate written “Leasehold Improvements Agreement” executed by Landlord and Tenant.  Tenant accepts the Leased Premises as being in good and satisfactory condition, except for latent defects.  Tenant shall not make or allow to be made any alterations, physical additions or improvements (“alterations”) in or to the Leased Premises without first obtaining the written consent of Landlord, except that Tenant may, without obtaining Landlord’s consent, make alterations or improvements (a) if the alterations or improvements do not adversely affect the structural elements or mechanical systems of the Building, do not exceed $15,000.00 in cost (excluding the cost of equipment, machinery or other items installed by Tenant) for any calendar year and do not violate applicable Laws or (b) if the alterations or improvements are required by Law.

ARTICLE 7 - CASUALTY AND INSURANCE

7.1          Substantial Destruction.  If (i) the Leased Premises or the Building should be destroyed by fire or other casualty, or (ii) the Leased Premises or the Building should be damaged so that rebuilding cannot reasonably be completed substantially within ninety (90) days

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after Landlord’s receipt of written notification by Tenant of the destruction, or (iii) the Building shall be so damaged as to render it unsuitable for use as a medical office building comparable to the use to which the Building was being put prior to the casualty and such damage cannot be repaired and the Building restored to such use within ninety (90) days from the date of the casualty, then, at Tenant’s option, this Lease may be terminated and, in such event, the rent shall be abated for the unexpired portion of the Agreement, effective as of the date of the destruction or damage.

7.2          Partial Destruction.  If following damage or destruction to the Leased Premises or Building by fire or other casualty, this Agreement is not terminated pursuant to Section 7.1 hereof, Landlord shall proceed with reasonable diligence to rebuild or repair the Building, Leased Premises and other improvements to substantially the same conditions in which they existed prior to the damage.  If Tenant’s use of the Leased Premises or the conduct of its business is impaired due to the damage, whether or not the Leased Premises are themselves damaged, the rent payable under this Lease during the period of impairment shall be equitably reduced based on the degree to which Tenant’s use and enjoyment of the Leased Premises are impaired.  Landlord’s obligation to rebuild or restore under this Section shall be limited to restoring the Leased Premises and Building to substantially the condition in which the same existed prior to the casualty, exclusive of improvements for which Tenant is responsible under the terms of this Lease, and Tenant shall, promptly after the completion of such work by Landlord, proceed with reasonable diligence and at Tenant’s sole cost and expense to restore those improvements for which Tenant is responsible under the Lease to substantially the condition in which the same existed prior to the casualty and to otherwise make the Leased Premises suitable for Tenant’s use.  If this Lease is not terminated pursuant to Section 7.1 above, and if Landlord fails to substantially complete the necessary repairs or rebuilding within ninety (90) days from the date of Landlord’s receipt of written notification by Tenant of the destruction, Tenant may at its option terminate this Lease by delivering written notice of termination to Landlord, whereupon all rights and obligations under this Lease shall cease.

7.3          Property Insurance.  Landlord shall at all times during the term of this Lease insure the Property against risk of physical loss under standard fire and extended coverage policies of insurance in an amount at least equal to the full replacement cost of the Building.  Landlord shall not be obligated to insure any personal property of Tenant upon or within the Leased Premises, any fixtures installed or paid for by Tenant upon or within the Leased Premises, or any improvements which Tenant may construct on the Leased Premises.  Tenant shall have no right in or claim to the proceeds of any policy of insurance maintained by Landlord.  Tenant at all times during the term of this Lease shall, at its own expense, keep in full force and effect such insurance on its property against fire and such other risks as Tenant deems appropriate, using “blanket” insurance coverage if it so desires.

7.4          Waiver of Subrogation.  Anything in this Agreement to the contrary notwithstanding, Landlord and Tenant hereby waive and release each other of and from any and all right of recovery, claim, action or cause of action, against each other, their agents, officers and employees, for any loss or damage that may occur to the Leased Premises, improvements to the Property, or personal property within the Property, by reason of fire or the elements, regardless of cause or origin, including negligence of Landlord or Tenant and their agents, officers and employees.  Landlord and Tenant agree immediately to give their respective

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insurance companies written notice of the terms of the mutual waivers contained in this Section, and to have the insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverages by reason of the mutual waivers.

7.5          Hold Harmless.  Tenant hereby indemnifies and agrees to hold Landlord harmless from and against all liability, damages, costs and expenses from causes of action, suits, claims, demands and judgments of any nature whatsoever caused by the use and occupancy of the Premises by Tenant, its invitees, officers or agents, except to the extent caused by the negligence or willful misconduct of Landlord, its agents or employees, or Landlord’s breach of this Lease.  Landlord hereby indemnifies and agrees to hold Tenant harmless from and against all liability, damages, costs and expenses from causes of action, suits, claims, demands and judgments of any nature whatsoever caused by the negligence or willful misconduct of Landlord, its agents or employees, or Landlord’s breach of this Agreement.

7.6          Liability Insurance.  Landlord and Tenant at all times during the Lease Term shall each, at its own expense, keep in full force and effect comprehensive general liability insurance with “personal injury” coverage, with minimum limits of $1,000,000.00 on account of bodily injuries to, or death of, one more than one person as the result of any one accident or occurrence and $500,000.00 on account of damage to property.  All insurance policies or duly executed certificates for the same required to be carried by Tenant under this Lease, together with satisfactory evidence of the payment of the premium thereof, shall be deposited with Landlord on the date Tenant first occupies the Leased Premises and upon renewals of such policies not less than fifteen (15) days prior to the expiration of the term of such coverage.  All insurance required to be carried by Tenant or Landlord under this Lease shall be in form and content, and written by insurers acceptable to the other party in its reasonable discretion.  If either Landlord or Tenant shall fail to comply with any of the requirements contained in this Agreement relating to insurance, the other party may obtain such insurance and the non-complying party shall pay to the other party, on demand, the premium cost thereof.

ARTICLE 8 - CONDEMNATION

8.1          Substantial Taking.  If (i) all of the Property or Leased Premises is taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof (a “taking”), or (ii) in the reasonable determination of Tenant a taking of the Leased Premises or other portion of the Property (including parking areas) occurs which would prevent or materially interfere for more than ninety (90) days with the use of the Leased Premises for the purposes for which they are then being used, this Agreement shall, at the option of Tenant, terminate, and the rent shall be abated during the unexpired portion of this Agreement effective on the date physical possession taken by the condemning authority.

8.2          Partial Taking.  If this Agreement is not terminated as provided in Section 8.1 above, Landlord shall restore and reconstruct the Property, Leased Premises and other improvements on the Leased Premises, to the greatest degree practicable, to the condition existing prior to the taking.  The rent payable under this Lease during the unexpired portion of the term shall be reduced by a percentage equal to the percentage of the Leased Premises that are untenantable following such taking; provided, however, that if the taking affects a portion of the

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Leased Premises in a way that substantially impairs the ability of Tenant to provide medical services to the general public from the Leased Premises, then the Tenant shall at its option be entitled to terminate this Lease whereupon all rights and obligations under this Agreement shall terminate.

8.3          Condemnation Proceeds.  All compensation awarded for any taking (or the proceeds of private sale in lieu thereof), whether for the whole or a part of the Leased Premises, shall be the property of Landlord (whether such award is compensation for damages to Landlord’s or Tenant’s interest in the Leased Premises), and Tenant hereby assigns all of its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business or for taking of Tenant’s fixtures and other property within the Leased Premises if a separate award for such items is made to Tenant

ARTICLE 9 - ASSIGNMENT OR SUBLEASE

9.1          Assignment; Sublease.

(a)           Tenant shall not assign this Agreement or sublease the Lease Premises without the prior written consent of Landlord, which shall not be unreasonably withheld.  If Landlord does not notify Tenant in writing of Landlord’s objection to a proposed assignment of the Lease or a proposed sublease within five (5) business days after Tenant’s written notice to Landlord of its intent to assign the Lease or sublease the Leased Premises, Tenant may assume Landlord approves the proposed sublease or assignment, as applicable.

(b)           Tenant agrees to subordinate its interest under this Agreement to any mortgage or deed of trust lien hereafter placed on the Property.

9.2          Landlord Assignment.  Landlord shall have the right to sell, transfer or assign, in whole or in part, its rights and obligations under this Lease and in the Property.  No such sale, transfer or assignment shall release Landlord from any liabilities under this Agreement

9.3          Estoppel Certificates.  Each party agrees to furnish, from time to time, within ten (10) days after receipt of a request from the other, an estoppel statement certifying such matters regarding this Agreement as may be reasonably required by the other.

ARTICLE 10 - LIENS

Landlord hereby waives and releases any lien, statutory, constitutional or otherwise, on any property of Tenant.

ARTICLE 11 - DEFAULT AND REMEDIES

11.1        Default by Tenant.  The following shall be deemed to be events of default by Tenant under this Agreement:  (1) Tenant shall fail to pay any installment of rent or any other payment required pursuant to this Lease and such default is not cured within five (5) days after receipt by Tenant of written notice thereof from Landlord; (2) Tenant or any guarantor of Tenant’s obligations hereunder shall file a petition or be adjudged bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency law or admit that it cannot meet its

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financial obligations as they become due, or a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant or any guarantor of Tenant’s obligations hereunder, and the same shall not be lifted or stayed within ninety (90) days thereafter; (3) Tenant or any guarantor of Tenant’s obligations hereunder shall make a transfer in fraud of creditors or shall make an assignment for the benefit of creditors; or (4) Tenant shall be in default of any other term, provision or covenant of this Lease, other than those specified in subparts (1) through (3) above, and such default is not cured within fifteen (15) days after receipt of written notice thereof from Landlord, provided that it shall not be an event of default if, as to defaults not reasonably capable of being cured within such fifteen (15) days, Tenant is diligently and continuously (subject to force majeure) prosecuting a cure of such default beyond such fifteen (15) day cure period.

11.2        Remedies for Tenant’s Default.  Upon the occurrence of any event of default set forth in this Agreement, Landlord shall have the option to pursue any one or more of the remedies set forth in this Section 11.2 without any additional notice or demand:

(1)  Without declaring the Agreement terminated, Landlord may enter upon and take possession of the Leased Premises, after using judicial process, and not by picking, disabling or changing locks, and expel or remove Tenant and any other person who may be occupying all or any part of the Leased Premises and relet the Leased Premises on behalf of Tenant and receive the rent directly by reason of the reletting.

(2)  Without declaring the Agreement terminated, Landlord may enter upon the Leased Premises, after using judicial process, and not by picking, disabling or changing locks, and do whatever Tenant is obligated to do under the terms of this Lease.  Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant’s obligations under this Lease.

(3)  Landlord may terminate this Agreement, in which event Tenant shall immediately surrender the Leased Premises to Landlord, and if Tenant fails to surrender the Leased Premises, Landlord may, without prejudice to any other remedy which it may have for possession or arrearage in rent, enter upon and take possession of the Leased Premises, after using judicial process, and not by picking, disabling or changing locks, and expel or remove Tenant and any other person who may be occupying all or any part of the Leased Premises.  Tenant agrees to pay on demand the present value of the amount of all loss and damage which Landlord may suffer for any reason due to the termination of this Lease under this Section, including (without limitation) loss and damage due to the failure of Tenant to maintain and/or repair the Leased Premises as required hereunder and/or due to the inability of Landlord to relet the Leased Premises on satisfactory terms or otherwise.

11.3        Remedies Cumulative.  All rights and remedies of Landlord and Tenant, respectively, herein or existing at law or in equity are cumulative and the exercise of one or more rights or remedies shall not be taken to exclude or waive the right to the exercise of any other.

11.4        Default by Landlord.  Unless otherwise provided herein, if Landlord defaults in the performance of any term, covenant or condition required to be performed by Landlord under

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this Agreement, Landlord shall have thirty (30) days following the receipt of written notice from Tenant specifying such default to cure such default.

11.5        Tenant’s Remedies.  If Landlord shall default in the performance of its obligations hereunder and such default shall continue following the expiration of applicable cure periods expressly provided for in the preceding Section, Tenant may exercise one or more of the following remedies:

(a)           Perform Landlord’s obligations hereunder, and offset the reasonable costs and expenses incurred by Tenant in doing so against rentals thereafter coming due hereunder;

(b)           Sue Landlord for damages suffered by Tenant as a consequence of Landlord’s default; and

(c)           Notwithstanding any other provisions of this Lease, if Landlord’s defaults(s) shall render all or any portion of the Leased Premises or the Property untenantable for those uses customarily associated with a medical practice for more than sixty (60) days, Tenant shall be entitled a fair and reasonable rental abatement during the time that all or a portion of the Leased Premises are so rendered unsuitable, or Tenant may terminate this Lease and Tenant shall have no further obligation or liability hereunder.

11.6        Mitigation.  If there is a default or event of default by one party, the other party shall use reasonable commercial efforts to mitigate its damages.

ARTICLE 12 - SIGNS

12.1        Signs.  Tenant may, with Landlord’s prior written consent, install, repair, maintain and replace such signs as it desires on the Building or Property, so long as it complies with applicable Laws.

ARTICLE 13 - MISCELLANEOUS

13.1        Act of God.  Neither party shall be required to perform any covenant or obligation in this Lease, or be liable in damages to the other party, so long as the performance or non-performance of the covenant or obligation is delayed, caused or prevented by an act of God, by force majeure or by the other party (“force majeure”); provided however, that the foregoing shall not apply to or excuse the payment of rent or any other sum of money owing under this Lease.  An “act of God” or “force majeure” is defined for purposes of this Lease as strikes, lockouts, sitdowns, material or labor restrictions by any governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or inclement weather which prevents construction), acts of the public enemy, wars, insurrections, and/or any other cause not reasonably within the control of Landlord or Tenant, as the case may be, or which by the exercise of due diligence Landlord or Tenant, as the case may be, is unable wholly or in part, to prevent or overcome.

13.2        Attorney’s Fees.  If any action is brought by either Landlord or Tenant against the other relative to the enforcement of the terms, provisions covenants and conditions of this Lease or in regard to any other matter relating to this Agreement, the party in whose favor final

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judgment shall be entered shall be entitled to recover court costs incurred and reasonable attorney’s fees, including fees incurred at trial, in bankruptcy, or on appeal.

13.3        Successors.  This Agreement shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, personal representatives, successors and assigns.

13.4        Notices.  Any notice under this Agreement shall be deemed to be delivered (whether or not actually received) three days after it is deposited in the United States Mail, postage prepaid, certified mail, return receipt required, addressed to the parties at the respective addresses set forth herein, or to such other addresses as the parties may have designated by written notice to each other, with copies of notices to Landlord being sent to Landlord’s address as shown herein.

13.5        Exhibits.  All Exhibits referred to in this Agreement are attached hereto and incorporated herein by this reference.

13.6        Reasonable Actions.  Each party shall act reasonably and promptly in connection with giving or withholding any consent, approval or similar action under this Agreement.

13.7        Interpretation.  Whenever used in this Agreement, the word “including” (and variations thereof) shall mean “including but not limited to.” The parties have negotiated the terms of this Agreement.  The parties intend this Lease to be interpreted according to the fair meaning of its provisions and not against the party who is alleged to have drafted it or any particular portion of it.

13.8        Holdover.  If Tenant does not vacate the Property upon the expiration or earlier termination of this Lease and Landlord thereafter accepts rent from Tenant, Tenant’s occupancy of the Property shall be a “month-to-month” tenancy, subject to all of the terms of this Lease applicable to a month-to-month tenancy, except that the Base Rent then in effect shall be increased by ten percent (10%).

13.9        Surrender.  At the end of the Lease Term, Tenant shall surrender the Leased Premises to Landlord in good condition and repair, subject to Articles 7 and 8 (regarding casualty and condemnation) rid to reasonable wear and tear.  Tenant shall have the right at any time to remove any and all of the trade fixtures and personal property placed or installed by Tenant on the Property, but Tenant shall repair any damage caused by the removal.

13.10      Quiet Enjoyment.  If Tenant pays the rent and complies with all other terms of this Agreement, Landlord warrants and covenants Tenant may occupy and enjoy the Leased Premises for the full Lease Term, subject to the provisions of this Lease.

This Agreement is executed by Landlord and Tenant on the respective dates set forth below (the date of signature of the last to sign of the parties hereto is the date of execution of this Lease), but for purposes of identification and reference, the date of this Lease shall be deemed to be the date first set forth on page 1 of this Lease.

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WITNESSES:			TENANT:
			USCC FLORIDA ACQUISITION CORP.
			By:	/s/ Rick Baker
Print Name:			Name: Rick Baker
			Title CFO
			Executed On:
Print Name:
			LANDLORD:
/s/		Jamie Hodges	9th CITY LANDOWNERS
Print Name:		Jamie Hodges
/s/ Laura A. Elsner			By:		/s/ Shyam B. Paryani
Print Name:	Laura A. Elsner		Name:		Shyam B. Paryani
			Title:		Partner
			Executed On:			1/22/03

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LIST OF EXHIBITS

EXHIBIT “A” Legal Description of Property

EXHIBIT “B” Floor Plan of Leased Premises

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EXHIBIT “A”

Legal Description of the Land

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EXHIBIT “B”

Floor Plan of Leased Premises

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EX-10.38

Exhibit 10.38

AMENDMENT NUMBER ONE TO LEASE FOR FCC-WELLS

This is an amendment to the lease dated February 1, 2003 between Ninth City Landowners and USCC Acquisition Corp for property located at 3599 University Blvd South, #1500, Jacksonville, FL 32216.  The effective date of this amendment shall be March 1, 2004.

In view of extensive modifications and renovations to the building to make the facility suitable for treatment planning performed by the landlord, the appropriate sections will be changed as follows:

1.RENT: The rent listed in section 1.7 is modified as the current base rate is $5,665 plus sales tax as well as an additional $0.5 per square feet or $1,800 plus sales tax.

2.TERM: The lease term shall extend from March 1, 2004 and continue for 5 years till March 1, 2009.  The Agreement shall automatically renew for an additional lease term of five years (“Renewal Term”), unless terminated by the Tenant by giving written notice at least 90 days prior to the expiration of the Lease Term.

Rest of the lease agreement will remain unchanged.

WITNESSES:		TENANT:
		USCC FLORIDA ACQUISITION CORP.
		By:	/s/ Rick Baker
	/s/ David J. Crowley	Title CFO
Print Name:	David J. Crowley
		Executed On:			February 9, 2004
	/s/ Mike McEnery
Print Name:	Mike McEnery
		LANDLORD:
	/s/ Laura A. Elsner	9th CITY LANDOWNERS
Print Name:	Laura A. Elsner
	/s/ D. G. Jhamnani
Print Name:	Jhamnani Devdoe	Name:		[ILLEGIBLE]
		Executed On:				2/23/04

EX-10.39

Exhibit 10.39

LEASE AGREEMENT

BY THIS LEASE dated February 1, 2001, CROMG PARTNERS, a California general partnership, herein called “Lessor,” leases to COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation, herein called “Lessee,” that certain real property, herein called “the Premises,” in the City of Salinas, County of Monterey, State of California, commonly known as 1069 Los Palos Drive, Salinas, California, and more particularly described in Exhibit A, attached hereto.

ARTICLE 1.  TERM OF LEASE

Original Term

Section 1.01.This Lease shall be for a term of fifteen (15) years, commencing on February 1, 2001, and ending on January 31, 2016.

Extended Term

Section 1.02.Should Lessee perform all the terms and conditions of this Lease and provided Lessee is not then in default under the terms of this Lease, Lessee may extend this Lease for two (2) additional, separate terms of ten (10) years each, commencing on expiration of the preceding term, by giving Lessor written notice of Lessee’s desire to extend the term hereof not less than one hundred eighty (180) days prior to expiration of the preceding term.  This option to extend the term of this Lease is personal to Lessee and may not be transferred by Lessee without Lessor’s prior written consent.

Hold Over

Section 1.03.Should Lessee hold over and continue in possession of the Premises after expiration of the term of this Lease or any extension thereof, Lessee’s continued occupancy of the Premises shall be considered a month-to-month tenancy subject to all the terms and conditions of this Lease, except that the base rent shall be in an amount equal to 100% of the last monthly rent.  If Lessee fails to surrender the Premises upon the expiration of this Lease, Lessee shall indemnify and hold Lessor harmless from all loss or liability, including without limitation, any claims made by any succeeding tenant founded on or resulting from such failure to surrender.

ARTICLE 2.  RENT

Base Rent

Section 2.01.For the first year of the term hereof, Lessee agrees to pay to Lessor a fixed rental for the use and occupancy of the Premises of Sixteen Thousand Seven Hundred Eighty Eight Dollars ($16,788.00) per month, payable on the first (1st) day of each and every calendar month commencing on February 1, 2001, at 316 S. Stratford Avenue, Santa Maria, CA 93454, or at such other place or places as Lessor may from time to time designate by written notice delivered to Lessee.

Rent Adjustment

Section 2.02.The Base Rent provided for in Section 2.01 above shall be increased by three percent (3%) one year after the commencement of the term hereof and annually thereafter on the same date each calendar year until April 1, 2002.  Commencing on April 1, 2002 the Base Rent shall be reduced to Thirteen Thousand One Hundred Forty One Dollars ($13,141.00) per month.  On April 1 of each calendar year thereafter, including any exercised options to extend (“the adjustment date”) the Base Rent shall be adjusted by three percent (3%) per year.

Base Rent for Extension Terms

(a)In the event Lessee timely exercises its option to extend the lease term under Section 1.02 above, then within fifteen (15) days of Lessee’s written notice to Lessor of Lessee’s exercise of such option, Lessor and Lessee shall meet to establish the Base Rent for the first year of the Extension Term (“Rent Meeting”).  The Base Rent per square foot of leaseable area in the Premises for the first year of each extension term shall be the fair market rental value of the Premises, determined in accordance with the following formula:

Vault Sq. Ft. X (Market Rent x 2.67)  +  Medical Sq. Ft X (Market Rent)
(divided by) total leaseable square footage

= Base Rent per square foot

As used in the above formula, “Vault Sq. Ft.” means the total square footage of the treatment vaults, other than any treatment vaults added at the Lessee’s cost and expense.  “Market Rent” is the current fair market rent per square foot for medical office space in the City of Salinas, California on a triple net basis.  This space will be leased (not subleased) and will be comparable in size, location and quality to the Premises.  “Medical Sq. Ft” refers to all leaseable space in the Premises other than Vault Sq. Ft.  “Total leaseable square footage” shall be the total leaseable square footage in the Premises determined by survey.

In the event that the parties cannot agree on the Market Rent for the first year of an extension term, then within ten (10) days after the Rent Meeting, Lessor and Lessee shall each specify in writing to the other party its determination of such Market Rent Rate.  If either party fails to submit its written determination in accordance with this Section, the Base Rent for the extension term shall be the determination submitted by the other party.

(b)Within ten (10) days after the parties have exchanged written determinations, Lessor and Lessee shall mutually select three commercial realtors within the City of Salinas to determine the Market Rent.  Each such realtor shall (i) be disinterested; (ii) be qualified to determine the fair market rental rates for real estate similar to the Premises; and (iii) have been actively engaged in the leasing of comparable medical space in the City of Salinas for a period of not less than five (5) continuous years immediately preceding his or her appointment.  If Lessor and Lessee are unable to mutually select three such commercial realtors, then either party, on behalf of both, may request such appointment by the President of the local chapter of the California Realtors Association.  If such Association is not then in existence, either party, on behalf of both, may request such appointment by the presiding judge of the Superior Court of the

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Judicial District in which the property is located.  Each such realtor shall submit their respective determinations of Market Rent for the area in writing to both parties and shall provide the basis for such determination.

(c)The average of the three written determinations of Market Rent prepared by the realtors so selected shall be utilized to determine the Base Rent of the Premises for the initial year of the extension term.  The costs of the three realtors’ services shall be shared equally by the parties.  The decision of the realtors shall be binding upon the Lessor and Lessee.

(d)In the event that the parties have not agreed on the Market Rent or the realtors have not been selected and the Market Rent determined before the commencement of the extension term, Lessee shall continue to pay the same lease rate in effect at the end of the lease year immediately preceding the commencement of the extension term.  Lessee shall pay such sum as Base Rent until the initial Base Rent for the extension term is determined, at which time Lessee shall promptly pay Lessor any additional rent due by reason of any increase in the Base Rent during the extension term over the Base Rent previously paid by Lessee.  If the Base Rent actually paid by Lessee during this period is ultimately determined to be more than the revised Base Rent as finally determined as above provided, any such over payment shall constitute a credit against the revised Base Rent, and that credit shall be applied to the following month or months until such credit is exhausted.

(e)The Base Rent as above determined shall be subject to increase at the end of the first lease year of the extension term in the same manner as provided in Section 2.02 above.

Taxes, Utilities and Operating Expenses as Additional Rent

Section 2.03.In addition to the rent specified in Sections 2.01 and 2.02 above, Lessee shall pay, as additional rent, all Utilities, Insurance, Personal and Real Property Taxes and Operating Expenses directly to the vendor or creditor for such items, or otherwise as set forth in this Section 2.03.  If Lessee fails to pay any such amount, Lessor may in its sole discretion, advance monies to pay such items, and demand reimbursement in full from Lessee (referred to as “additional rent” herein), including without limitation any cost, expense, assessment or charge, as well as interest as provided in this Lease.

Utilities

(a)Lessee shall pay, and hold Lessor and the property of Lessor including the Premises, free and harmless from, all charges for the furnishing of gas, water, sewer, electricity, telephone service, garbage and trash removal and other public utilities during the entire term of this Lease or any extension thereof.  All such charges shall be paid by Lessee directly to the provider of the service and shall be paid as they become due and payable but in any event before delinquency.

Lessee agrees that Lessor shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services) or for diminution in the quality or quantity of any service when the failure, delay, or diminution is entirely or partially caused by:

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(i)Breakage repairs, replacements, or improvements;

(ii)Strike, lockout, or other labor trouble;

(iii)Inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort to do so;

(iv)Accident or casualty;

(v)Act or default of Lessee or other parties; or

(vi)Any other cause beyond Lessor’s reasonable control.

Such failure, delay, or diminution shall not be considered to constitute an eviction or a disturbance of Lessee’s use and possession of the Premises or relieve Lessee from paying rent or performing any of its obligations under this Lease.  Lessor shall not be liable under any circumstances for a loss of or injury to property or for injury to or interference with Lessee’s business, including loss of profits through, in connection with, or incidental to a failure to furnish any of the utilities or services under this Section 2.03.  Lessor may comply with mandatory or voluntary controls or guidelines promulgated by any government entity relating to the use or conservation of energy, water, gas, light, or electricity or the reduction of automobile or other emissions without creating any liability of Lessor to Lessee under this Lease as long as compliance with voluntary controls or guidelines does not materially and unreasonably interfere with Lessee’s use of the Premises.

Personal Property Taxes

(b)Lessee shall pay before they become delinquent all taxes, assessments and other charges levied or imposed by any governmental entity on the furniture, trade fixtures, equipment and other personal property placed by Lessee in, on or about the Premises.

Real Property Taxes

(c)Lessee shall pay all real property taxes and general and special assessments on the Premises, including any increases in such taxes and assessments, before they become delinquent.

The real property taxes and assessments levied against the Premises for the first and last years of the term hereof shall be prorated between Lessor and Lessee for purposes of this section as of 12:01 AM. on the date of commencement and termination respectively of this Lease.

Lessee shall have the right, at Lessee’s sole cost and expense, to protest or contest in good faith the amount of any tax or assessment.  As a condition precedent to Lessee’s right to protest such taxes or assessments, Lessee shall either pay the disputed amount and file for refund or deposit with Lessor the disputed amount plus one (1) years interest at the rate then charged by said county plus any estimated penalty which Lessor may incur by non-payment.  Upon such payment or deposit, Lessor shall cooperate with Lessee in prosecuting such dispute.

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Operating Expenses

(d)Lessee shall pay all Operating Expenses attributable to the occupation and use of the Premises.

The term “Operating Expenses” as used in this Lease shall mean all expenses, costs and fees attributable to Lessee’s use and occupancy of the Premises under this Lease, including but not limited to:

(i)Miscellaneous operating costs, maintenance, security services, replacement for normal wear and tear, repair, re-striping and resurfacing of paving, insurance (including public liability and property damage, rent continuation, boiler and machinery and extended coverage insurance), and cleaning of the Premises and all parts thereof and all furnishings, fixtures and equipment therein.  The term “Operating Expenses” shall include the annual amortization of costs (including financing at the then prevailing rate, if any) of any improvements, equipment, or devices required by any governmental authority or incurred as a labor saving measure or to reduce operation or maintenance expenses with respect to the Premises where such costs are amortized over the useful life thereof.

(ii)Operating Expenses shall also include licenses, permits, charges and assessments which are levied, assessed, imposed or collected by any governmental authority or improvement or assessment district during any calendar year with respect to the Premises and Lessee’s use and occupancy of the Premises and the land on which the premises are located, and any improvements, fixtures, equipment and other property of Lessor, real or personal, used in connection with the operation or maintenance of the Premises (computed on a cash basis or as if paid in permitted installments regardless of whether actually so paid), as well as any tax which shall be levied or assessed in addition to or in lieu of any tax described in Sections 2.03 (b) or (c) above (it being acknowledged that because of the passage of laws which limit increases in property taxes, government agencies may impose fees, charges, assessments or other levies in connection with services previously furnished without charge or at a lesser charge and which were previously paid for in whole or in part, directly or indirectly by real property taxes), any gross excise tax or other similar tax, and any costs or expenses of contesting any such taxes, licenses, charges or assessments, but excluding any federal or state income or gift tax or any franchise, capital stock, estate or Inheritance taxes.

Late Charges

Section 2.04.If any installment of rent or other payment required to be paid by Lessee to Lessor is not paid within ten (10) days of the date on which it is due, a late charge equal to five percent (5%) of the late payment shall be due from Lessee to Lessor to compensate Lessor for the additional administrative work caused by such default and to compensate Lessor for the loss of use of such defaulted payment.  The late charge herein shall be in addition to any other remedy which Lessor may have hereunder for such default.

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Interest on Late Payments

Section 2.05.If any payment required to be paid by Lessee to Lessor is not paid within ten (10) days of the date on which it is due, such payment shall bear interest at the maximum rate permitted by law from the date it became due until it is paid by Lessee to Lessor.

ARTICLE 3.  USE OF PREMISES

Permitted Use

Section 3.01.The Premises shall, during the term of this Lease and any extensions thereof, be used for conducting a medical and radiation oncology business, for related activities and for no other purpose without the prior written consent of Lessor.

Insurance Hazards

Section 3.02.Lessee shall not commit or permit the commission of any acts on the Premises nor use or permit the use of the Premises in any manner that will increase the existing rates for or cause the cancellation of any fire, liability, or other insurance policy insuring the Premises or the improvements on the Premises.

Waste or Nuisance

Section 3.03.Lessee shall not commit or permit the commission by others of any waste on the Premises; Lessee shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 of the California Civil Code on the Premises; and Lessee shall not use or permit the use of the Premises for any unlawful purpose.

Hazardous Materials

Section 3.04.Lessee warrants and represents that during the term hereof, and any extensions thereof, Lessee shall not use the Premises in any manner that would be in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on, under or about the Premises, including but not limited to soil and groundwater conditions.  Lessee shall not use, generate, manufacture, produce, store or dispose of on, under or about the Premises any hazardous materials, including without limitation, flammable materials, explosives, asbestos, radioactive materials, hazardous wastes, toxic substances or related injurious materials, whether injurious by themselves or in combination with other materials, other than such materials as may be necessary for Lessee’s normal operations on the Premises.  Lessee shall not dispose of or permit the disposal of any hazardous materials into the sewer system serving the Premises.

As used in this Section 3.04, the term “Hazardous Material” shall mean any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any local government authority having jurisdiction over the Building.  Hazardous Material includes:

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(a)Any “hazardous substance,” as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601-9675);

(b)“Hazardous waste,” as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code sections 6901-6992k);

(c)Any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect);

(d)Petroleum products;

(e)Radioactive material, including any source, special nuclear, or byproduct material as defined in 42 United States Code sections 2011-2297g-4;

(f)Asbestos in any form or condition; and

(g)Polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs.

If, during the Lease Term (including any extensions), Lessee becomes aware of (i) any actual or threatened release of any Hazardous Material on, under, or about the Premises or the Building or (ii) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material on, under, or about the Premises or the Building, Lessee shall give Lessor written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to Lessor copies of any claims, notices of violation, reports, or other writings received by Lessee that concern the release or investigation.

Lessee shall, at Lessee’s sole expense and with counsel reasonably acceptable to Lessor, indemnify, defend, and hold harmless Lessor and Lessor’s shareholders, directors, officers, employees, partners, affiliates, agents, successors, and assigns with respect to all losses arising out of or resulting from the release of any Hazardous Material in or about the Premises or the Building, or the violation of any Environmental Law, by Lessee or Lessee’s agents, assignees, sublessees, contractors, or invitees.  This indemnification applies whether or not the concentrations of any such Hazardous Material is material, the concentrations exceed state or federal maximum contaminant or action levels, or any governmental agency has issued a cleanup order.  This indemnification includes:

(1)Losses attributable to diminution in the value of the Premises or the Building;

(2)Loss or restriction of use of rentable space in the Building;

(3)Adverse effect on the marketing of any space in the Building; and

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(4)All other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, orders, or judgements), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release or violation.

This indemnification shall survive the expiration or termination of this Lease.

If the presence of any Hazardous Material brought onto the Premises or the Building by Lessee or Lessee’s employees, agents, contractors, or invitees results in contamination of the Building, Lessee shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Lessee’s sole expense, to return the Premises or the Building to the condition that existed before the introduction of such Hazardous Material.  Lessee shall first obtain Lessor’s approval of the proposed removal or remedial action.  This provision does not limit the indemnification obligation set forth in Section 3.04.

Compliance With Law

Section 3.05.Lessee shall at Lessee’s own cost and expense comply with all statues, ordinances, regulations, existing use permits and requirements of all governmental entities, both federal and state and county or municipal, relating to Lessee’s use and occupancy of the Premises whether such statutes, ordinances, regulations, and requirements be now in force or hereinafter enacted.  The judgment of any court of competent jurisdiction, or the admission by Lessee in a proceeding brought against Lessee by any government entity, that Lessee has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Lessor and Lessee and shall be grounds for termination of this Lease by Lessor.  Lessor agrees that any requirements of the Municipal, State, or Federal authorities which require alteration of Lessor’s building shall not be the responsibility of Lessee, unless required because of an act of Lessee or a use of the Premises by Lessee.

ARTICLE 4.  ALTERATIONS AND REPAIRS

Maintenance

Section 4.01.Lessee shall at his own cost and expense keep and maintain all portions of the Premises as well as all improvements on the Premises and all facilities appurtenant to the Premises, including but not limited to electrical, plumbing, heating and air conditioning, sewage systems, roof and outer walls in good order and repair and in as safe and clean a condition as they were when received by Lessee from Lessor, reasonable wear and tear excepted.

Should Lessee fail to maintain the Premises as set forth above, Lessor may, at Lessor’s option, perform or contract for the performance of such maintenance for and on behalf of Lessee.  In such event, Lessee shall promptly on written demand of Lessor reimburse Lessor for all cost and expense incurred by Lessor in performing Lessee’s obligations hereunder plus interest at the maximum rate permitted by law from the date expended by Lessor to the date of repayment by Lessee.

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Alterations and Liens

Section 4.02.Lessor and Lessee agree that from time to time during the term of this Lease, Lessee may desire alterations, changes and additions in and to the interior of the Premises and to the Building that are necessary or convenient to the operation of its business at the Premises.

Non-structural Changes

(a)Lessee may, at its own expense, make nonstructural changes to the interior of the Premises (eg. revisions to interior decor, carpeting, painting, wall covering, etc.) provided that the value of the Premises shall not be diminished thereby.  Further provided, that any non-structural changes exceeding $5,000 in total cost must first be approved by the Lessor prior to commencement of such changes.

Structural Changes

(b)If Lessee desires either (i) interior changes to the Premises of a structural nature (eg. relocating interior walls); or (ii) changes to the facade or exterior walls or roof, or (iii) desires the addition of square footage to the Premises (i.e. addition of Medical square footage or Vault square footage) then Lessee shall submit detailed plans and specifications for any proposed alteration or improvement to the Premises for Lessor’s review and approval.  The Lessor shall have the option to approve or deny the request for structural changes in writing within 30 (thirty) days of receipt of such request, in the reasonable discretion of the Lessor.  The failure of the Lessor to disapprove or object to such plans and specifications or any substantial changes therein within said thirty (30) days, shall constitute Lessor’s disapproval of the same.  Subsequent to such approval, minor changes in work or materials not affecting the general character of the improvements need not be approved by Lessor but a copy of the altered plans and specifications reflecting such changes must be promptly given to Lessor.  If approved, the Lessor shall have the option to pay for the changes, or not, in its sole discretion.  If the Lessor chooses to pay for the changes, then the parties shall meet immediately to negotiate an adjustment to the Base Rent to go into effect at the completion of the alterations.  If the Lessor chooses not to pay for the alterations, the Lessee has the option to proceed with the alterations, in its sole discretion and at its expense, without paying any amount of rent for the added square footage for the remaining Original Term, only the expenses attributable to the additional space.

Supervision of Alterations

(c)All structural changes to the Premises involving load bearing walls which require Lessor’s approval shall be made under the supervision of a licensed architect or licensed structural engineer in accordance with the detailed plans and specifications submitted to Lessor as above provided.

Notices of Non-Responsibility

(d)Lessee shall provide Lessor with at least twenty (20) days written notice prior to commencing any alteration, addition or change to the Premises requiring Lessor’s approval and

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Lessor shall have the right to enter the Premises to post Notices of Non-Responsibility as provided by law.

Quality of Work; Ownership

(e)All work with respect to any alteration, addition or change must be performed in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit, except during the period of work.  Furthermore, any and all alterations, additions, improvements, and fixtures, except furniture and trade fixtures, made or placed in or on the Premises by Lessee or any other person shall on expiration or sooner termination of this Lease become the property of Lessor and remain on the Premises; provided, however, that Lessor shall have the option on expiration or sooner termination of this Lease of requiring Lessee, at Lessee’s sole cost and expense, to remove any or all such alterations, additions, improvements, or fixtures from the Premises (excluding vaults).  All such changes, alterations, and improvements shall be performed and completed strictly in accordance with the laws and ordinances relating thereto, and in such a manner as not to impede access to the Premises.

Lessee shall not be the cause or object of any liens or allow such liens to exist, attach to, be placed on, or encumber Lessor’s or Lessee’s interest in the Premises, Building, or Real Property by operation of law or otherwise.  Lessee shall not suffer or permit any lien of mechanics, material suppliers, or others to be placed against the Premises, with respect to work or services performed or claimed to have been furnished to Lessee or the Premises.  If any such lien attaches or Lessee receives notice of any such lien, Lessee shall cause the lien to be immediately released and removed of record.  Despite any other provision of this Lease, if the lien is not released and removed within 10 (ten) days after Lessor delivers notice of the lien to Lessee, Lessor may immediately take all action necessary to release and remove the lien, without any duty to investigate the validity of it.  All expenses (including reasonable attorney fees) incurred by Lessor in connection with the lien shall be considered additional rent under this Lease and be immediately due and payable by Lessee.

Additional Requirements

(f)If Lessee pays for the changes, the following provisions shall apply to such changes:

(i)The exterior of the improvements shall be compatible with the design and appearance of the Premises as it exists at the time of execution of this Lease.

(ii)All work required in the construction of the structural changes, including any site preparation work, utility installations as well as actual construction shall be performed only pursuant to a contract entered into by Lessee with a competent general contractor and sub-contractors duly licensed as such under the Laws of the State of California, with proof of adequate liability and workers compensation insurance.

(iii)The approval by Lessor of any plans and specifications under this paragraph refers only to the conformity of such plans and specifications to the general architectural plan for the Building.  By approving such plans and specifications, Lessor assumes no liability or

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responsibility therefor and for any defect in any structure constructed from such plans or specifications.

Inspection by Lessor

Section 4.03.Lessee shall permit Lessor or his agents to enter into and upon the Premises during business hours for the purpose of inspecting the same, or for the purpose of posting notices of non-responsibility for alterations, additions or repairs or for the purpose of placing upon the property in which the Premises are located any usual or ordinary “for sale” signs, without any rebate of rent and without any liability to Lessee for any loss of occupation or quiet enjoyment of the Premises thereby occasioned.  Lessee shall permit Lessor, at any time within one hundred eighty (180) days prior to the expiration of this Lease, to place upon the Premises any usual or ordinary “to let” or “to lease” signs, provided that such entries made by Lessor hereunder shall not unreasonably interfere with the conduct of Lessee’s business.

Surrender of Premises

Section 4.04.On expiration or sooner termination of this Lease, or any extensions or renewals of this Lease, Lessee shall promptly surrender and deliver the Premises to Lessor in as good condition as they are on at the date of possession, reasonable wear and tear excepted.

ARTICLE 5.  INDEMNITY AND INSURANCE

Hold-Harmless Clause

Section 5.01.To the fullest extent permitted by law, Lessee, on its behalf and on behalf of its successors and assignees, waives all claims (in law, equity, or otherwise) against Lessor, its officers, directors, principals, agents, successors, assignees and agent arising out of, knowingly and voluntarily assumes the risk of, and agrees that Lessor shall not be liable to Lessee for any of the following acts or failure to act set forth in paragraphs (a) to (c) below.  Lessor shall not be liable under this clause regardless of whether the liability results from any active or passive act, error, omission, or negligence of any of the Lessor; or is based on claims in which liability without fault or strict liability is imposed or sought to be imposed on any of the Lessor.  This exculpation clause shall not apply to claims against Lessor to the extent that a final judgment of a court of competent jurisdiction establishes that the injury, loss, damage, or destruction was proximately caused by Lessor’s fraud, willful injury to person or property, or violation of law.

(a)The death or injury of any person or persons, including Lessee or any person who is an employee or agent of Lessee, or by reason of the damage to or destruction of any property, including property owned by Lessee or any person who is an employee or agent of Lessee, and caused or allegedly caused by either the condition of the Premises, or some act or omission of Lessee or of some agent, contractor, employee, servant, sublessee, or concessionaire of Lessee on the Premises;

(b)Any work performed on the Premises or materials furnished to the Premises at the instance or request of Lessee or any agent or employee of Lessee;

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(c)Lessee’s failure to perform any provision of this Lease or to comply with any requirement imposed on Lessee or the leased Premises by any duly authorized governmental agency or political subdivision.

Liability Insurance

Section 5.02.Lessee shall, at its own cost and expense, obtain and maintain during the entire term of this Lease and any renewals or extensions thereof, a broad form comprehensive coverage policy of public liability insurance issued by an insurance company or companies rated by Best as A+ or better and authorized to conduct insurance business in the State of California and insuring Lessee and Lessor against loss or liability caused by or connected with Lessee’s occupation and use of the Premises under this Lease in amounts not less than:

(a)$1,000,000.00 combined single limit for injury to or death as a result of any accident or incident.

(b)$2,000,000.00 for damage to or destruction of any property of others.

Such public liability insurance, and property damage insurance shall insure performance by Lessee of the indemnity provisions of Section 5.01 above.  Both parties shall be named as co-insured, and the policy shall contain cross liability endorsements, if available.  The policy shall be primary insurance for all claims under it and provide that any insurance carried by Lessor is strictly excess, secondary, and noncontributing with any insurance carried by Lessee.  Lessee may provide such insurance under a single policy or under one or more separate policies.

Every three (3) years, Lessor may increase the amount of public liability and property damage insurance coverage required hereunder, if at that time the existing coverage is not adequate in the opinion of Lessor’s insurance broker or lender(s).

Fire and Casualty Insurance

Section 5.03.Lessee shall, at Lessee’s sole cost and expense, at all times during the term hereof, and any extensions thereof, keep all buildings, improvements and other structures on the Premises insured for their full replacement cost against loss or destruction by fire and the perils, including vandalism and malicious mischief, commonly covered under standard extended coverage endorsements in Monterey County, California.  Lessor shall be named as an additional insured on all such policies and the policies shall contain a cross-liability endorsement.

“Full replacement cost” as used herein shall mean the actual cost of replacement for the buildings and other improvements on the Premises, as determined from time to time by Lessor.  Upon notification to Lessee in writing of Lessor’s determination of full replacement cost, Lessee shall, within thirty (30) days of such written notice, increase the amount of the insurance carried to the amount stated in the notice.

Business Interruption Insurance

Section 5.04.Lessee shall, at all times during the term of this Lease and any extensions thereof, maintain at Lessee’s sole cost and expense a policy of business interruption insurance,

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ensuring the rent provided for in this Lease will be paid to Lessor for a period not less than one (1) year in the event the Premises are destroyed or damaged so as to render operation of Lessee’s business impossible or impractical by any casualty insured against by standard fire and extended coverage insurance.

Lessee’s Personal Property

Section 5.05.Lessee shall, at all times during the term of this Lease and any extensions thereof, maintain at Lessee’s sole cost and expense an insurance policy issued by a company acceptable to Lessor insuring for their full insurable value all furniture, fixtures, equipment and alterations or improvements made to the Premises by Lessee against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in Monterey County.  Any loss payable under such insurance shall be payable to Lessee and shall be used to repair or replace such furniture, fixtures, equipment and alterations and improvements.

Cancellation Clause

Section 5.06.Any policy of insurance required to be obtained and maintained by Lessee under this Article shall be written by insurance companies authorized to do business in the State of California.  Each such policy of insurance shall expressly provide that it cannot be cancelled for any reason or altered in any manner unless at least thirty (30) days prior written notice has been given to Lessor by the insurance company.

Deposit of Insurance with Lessor

Section 5.07.Lessee shall, prior to taking possession of the Premises and promptly thereafter when any such policy is replaced, rewritten, or renewed, deliver to Lessor a true and correct copy of each insurance policy required by this Article of this Lease or a certificate executed by the insurance company or companies or their authorized agent evidencing such policy or policies.

Lessor’s Right to Procure Insurance

Section 5.08.If at any time Lessee fails to procure or maintain the insurance required by this Article, Lessor may obtain that insurance and pay the premiums on it for the benefit of Lessee.  Any amounts paid by Lessor to procure or maintain insurance pursuant to this section shall be immediately due and repayable to Lessor by Lessee with the next then due installment of rent under this Lease.  Failure to repay at that time any amount expended by Lessor shall be considered the same as a failure to pay rent and a default by Lessee under this Lease.

Lessor’s Indemnity

5.09Lessor expressly agrees to indemnify, protect, defend and hold Lessee harmless from all claims arising from any breach or default in the performance of any obligation to be performed by Lessor under the terms of this Lease and from and against all costs, loss, damage, legal expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon.  Notwithstanding anything to the contrary herein, any claim for indemnity

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brought by the Lessee under this provision shall be limited to Lessor’s interest in the Premises, and Lessee shall not have recourse to any other assets of Lessor or to the assets of any partner of Lessor for such claim.

ARTICLE 6.  SIGNS AND TRADE FIXTURES

Installation and Removal of Trade Fixtures

Section 6.01.Lessee shall have the right at any time and from time to time during the term of this Lease and any renewal or extension of such term, at Lessee’s sole cost and expense, to install and affix in, to, or on the Premises such items, herein called “trade fixtures”, for use in Lessee’s trade or business as Lessee may, in its sole discretion, deem advisable.  Any and all such trade fixtures that can be removed without structural damage to the Premises or any building or improvement on the Premises shall remain the property of the Lessee and may be removed by Lessee at any time or times prior to the expiration or sooner termination of this Lease.

Unremoved Trade Fixtures

Section 6.02.Any trade fixtures described in this Article that are not removed from the Premises by Lessee within ten (10) days after the expiration or sooner termination, regardless of cause, of this Lease shall be deemed abandoned by Lessee and shall automatically become the property of Lessor as owner of the real property to which they are affixed, unless Lessor notifies Lessee, in writing, of Lessor’s election to have Lessee remove such trade fixtures and to repair any damage caused thereby.  Upon such election by Lessor to require Lessee to remove such trade fixtures, Lessee shall have fifteen (15) days from the date of such notice in which to remove such trade fixtures and repair any damage caused by such removal.  If Lessee fails to remove such trade fixtures and repair any such damage, Lessor may do so at Lessee’s sole cost and expense, including any costs of storing such property.  Such costs and expenses, if incurred by Lessor for Lessee’s benefit, shall be promptly, upon written demand therefor, reimbursed to Lessor by Lessee, together with interest at the maximum rate permitted by law from the date expended by Lessor to the date of reimbursement by Lessee.

Signs

Section 6.03.Lessee may place and maintain, or permit any other person to place and maintain any sign on the Premises providing such sign is in compliance with then existing governmental regulations.  Lessee may not place any decoration, lettering, or advertising matter on the glass of any exterior show window of the Premises.  Lessee shall maintain such sign at all times during this Lease in good appearance and repair.  On expiration or sooner termination of this Lease, all such signs not removed from the Premises by Lessee on such expiration or termination of this Lease may, without liability, be destroyed by Lessor.

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ARTICLE 7.  DAMAGE, DESTRUCTION OR CONDEMNATION

Duty to Repair or Restore

Section 7.01.If any improvements, including the buildings and other structures, located on the Premises are damaged or destroyed during the term of this Lease or any extension thereof, the damage shall be repaired as follows:

(a)If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required to be carried under this Lease, Lessee shall repair that damage as soon as reasonably possible and restore the Premises and improvements to substantially the same condition as existed before the damage or destruction, regardless of whether the insurance proceeds are sufficient to cover the actual cost of repair or restoration.  If insurance required to be carried by Lessee under this Lease has lapsed or not been carried, Lessee shall be solely responsible for the full cost and expense of necessary repairs and restoration.

(b)If the damage or destruction is caused by a peril against which insurance is not required to be carried by this Lease, Lessor, subject to Lessor’s right to terminate this Lease described in Section 7.02, shall repair that damage as soon as reasonably possible and restore the Premises to substantially the same condition as existed before the damage or destruction.

(c)Whether the damage of destruction is caused either by a peril against which fire and extended coverage insurance is required by this Lease to be carried or by a peril against which insurance is not required to be carried by this Lease, Lessee expressly waives any right under Civil Code Sections 1931-1933 to terminate this Lease for damage or destruction to the Premises.

Termination of Lease for Certain Losses

Section 7.02.(a) Notwithstanding any other provision of this Lease, if any improvements located on the Premises are damaged or destroyed to such extent it will cost more than $100,000.00 to repair or replace them, and the damage or destruction is caused by a peril against which insurance is not required to be carried by this Lease, Lessor may terminate this Lease by giving Lessee written notice of the termination.  The notice must be given within sixty (60) days after the occurrence of the damage or destruction.

(b)Lessee or Lessor shall have the right to terminate this Lease under either of the following circumstances:

(i)If the Premises are damaged or destroyed from any cause whatsoever, insured or uninsured, and the laws then in effect do not permit the repair or restoration of the Premises provided for in this Article; or

(ii)If the Premises are damaged or destroyed from any cause whatsoever, insured or uninsured, during the last year of the term of this Lease or any extension thereof (provided Lessee has not elected before the date of damage or destruction to extend the term of this Lease in accordance with Section 1.02).

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(c)Either party may terminate this Lease by giving written notice of termination to the other party not later than fourteen (14) days after the right to terminate accrues, and such termination shall be effective as of the date of the notice of termination.  In the event of a termination under subsection (b), Lessee shall not be entitled to collect any insurance proceeds attributable to insurance policies covering the Premises or improvements except those proceeds attributable to Lessee’s personal property and trade fixtures.

(d)If this Lease is terminated pursuant to either subsection (a) or (b) above, the rent and other sums payable by Lessee to Lessor under this Lease shall be prorated as of the termination date.  If any such sums have been paid in advance by Lessee, Lessor shall refund them to Lessee for the unexpired period for which the payment has been made.

Time for Construction of Repairs

Section 7.03.Any and all repairs and restorations of improvements required by this Article shall be commenced by Lessor or Lessee, as the case may be, within a reasonable time after the occurrence of the damage or destruction requiring the repairs or restoration; shall be diligently pursued after being commenced; and shall be completed within a reasonable time after the loss.  If Lessor is required under this Lease to perform the repairs and restoration, Lessor shall cause the repairs and restoration to be completed within 180 days after the occurrence of the event causing destruction or Lessee shall have the right to terminate this Lease, unless the delays are caused by events outside the control of Lessor.

Insurance Proceeds

Section 7.04.If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required to be carried and maintained under this Lease by Lessee, the proceeds of insurance shall be paid directly to the parties for the purpose of making the necessary repairs to the Premises as required under this Lease.

Abatement of Rent

Section 7.05.In the event of repair, replacement or restoration as herein provided, the Base Rent payable under this Lease shall be abated proportionately with the degree to which Lessee’s use of the Premises is impaired, from the date of the damage until completion of repairs plus one (1) calendar month.  Lessee shall not be entitled to any compensation of damages for loss in the use of all or part of the Premises and/or for any inconvenience or annoyance occasioned by such damage, repair, replacement or reconstruction.

Total Condemnation

Section 7.06.Should, during the term of this Lease or any renewal or extension thereof, title and possession of all of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, this Lease shall terminate as of 12:01 A.M. on the date actual physical possession of the Premises is taken by the agency or entity exercising the power of eminent domain and both Lessor and Lessee shall thereafter be released from all obligations, except those specified in Section 7.10 of this Lease, under this Lease.

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Termination Option for Partial Condemnation

Section 7.07.Should, during the term of this Lease or any extension thereof, title and possession of only a portion of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, Lessee may, at Lessee’s option, terminate this Lease if more than 35 percent of the floor space or more than 55 percent in value of the Premises is taken under the power of eminent domain.  Lessee shall exercise its option by giving written notice to Lessor within 30 days after actual physical possession of the portion subject to the eminent domain power is taken by the agency or entity exercising that power.  This Lease shall terminate as of 12:01 A.M. on the date the notice is deemed given to Lessor but the rent specified in Article 2 of this Lease shall be reduced in the manner specified in Section 7.08 below from the date of taking to the date of termination of the lease.

Partial Condemnation Without Termination

Section 7.08.Should Lessee fail to exercise the option described in Section 7.06 of this Lease or should the portion of the Premises taken under the power of eminent domain be insufficient to give rise to the option described in Section 7.07 of this Lease, then, in that event:

(a)This Lease shall terminate as to the portion of the Premises taken by eminent domain as of 12:01 A.M.  on the day, herein called the “date of taking,” actual physical possession of that portion of the Premises is taken by the agency or entity exercising the power of eminent domain;

(b)The rent specified in Article 2 of this Lease shall, after the date of taking, be reduced by an amount that bears the same ratio to the rent specified in Article 2 of this Lease as the square footage floor space of the portion of said premise taken under the power of eminent domain bears to the total square footage floor space of the Premises as of the date of this Lease; and

(c)Lessor, at Lessor’s own cost and expense, will remodel and reconstruct the building remaining on the portion of the Premises not taken by eminent domain into a single efficient architectural unit as soon after the date of taking, or before, as can be reasonably done; provided, however, that the rent specified in this Lease shall not be abated or reduced, except as provided in subparagraph (b) of this section, during such remodeling and reconstruction.

Condemnation Award

Section 7.09.Should, during the term of this Lease or any renewal or extension thereof, title and possession of all or any portion of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, the portion of the compensation or damages for the taking awarded to each of the parties to this Lease, Lessor and Lessee, shall belong to and be the sole property of the party Lessor or Lessee, to whom it is awarded.  Lessee shall be entitled to that portion of the compensation or damages awarded for the eminent domain taking that represents (i) reasonable value of Lessee’s rights under this Lease for the unexpired term of this Lease and (ii) the cost or loss sustained by Lessee because of the removal of Lessee’s trade fixtures, equipment and furnishings from the portion of the Premises taken by eminent domain.

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Arbitration of Condemnation Award

Section 7.10.Should separate awards not be made to Lessor and Lessee for the taking by eminent domain of all or any portion of the Premises, and should Lessor and Lessee be unable to agree on the manner the total award is to be divided between them pursuant to Section 7.09 of this Lease, the proper division of the award between Lessor and Lessee shall be settled by arbitration as provided in Section 9.03.

Lessee’s Waiver

Section 7.11.Lessee agrees that its rights to terminate this Lease due to partial condemnation are governed by this Section.  Lessee waives all rights it may have under California Code of Civil Procedure section 1265.13, or otherwise, to terminate this Lease based on a partial condemnation.

ARTICLE 8.  DEFAULT, ASSIGNMENT, AND TERMINATION

Subleasing or Assigning as Breach

Section 8.01.Lessee shall not encumber, assign, or otherwise transfer this Lease, any right or interest in this Lease, or any right or interest in the Premises or any of the improvements that may now or hereafter be constructed or installed on the Premises without the express written consent of Lessor first had and obtained.  Neither shall Lessee sublet the Premises or any part thereof or allow any other person, other than Lessee’s patrons, agents, servants, and employees, to occupy the Premises or any part thereof without the prior written consent of Lessor.  The consent of Lessor to any assignment of Lessee’s interest in this Lease or the subletting by Lessee of the Premises or parts of the Premises shall not be unreasonably withheld.  A consent by Lessor to one assignment, one subletting, or one occupation of the Premises by another person shall not be deemed to be a consent to any subsequent assignment, subletting, or occupation of the Premises by another person.  Any encumbrance, assignment, transfer, or subletting without the prior written consent of Lessor, whether it be voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of Lessor, terminate this Lease.  Notwithstanding the above, Lessee may assign or sublease the Premises, or portions thereof, to a subsidiary, affiliate or parent of Lessee.  Such permitted assignment shall not relieve Lessee or any person who has personally guaranteed Lessee’s performance of this Lease from any liability under this Lease or any such guarantee.

Lessee’s Default

Section 8.02.The occurrence of any one or more of the following events shall constitute a default under this Lease by Lessee:

(a)Non-curable Defaults:  (i) The vacation or abandonment of any substantial portion of the Premises by Lessee for a period of five (5) business days or longer;

(ii)Any involuntary transfer of Lessee’s interest in this Lease or any voluntary transfer, attempted or actual, of Lessee’s interest in this Lease, without Lessor’s prior written consent, in violation of Section 8.01;

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(iii)If the leasehold interest of Lessee is levied upon under execution or is attached by process of law and said levy or attachment is not promptly released;

(iv)If:  (1) all or substantially all of the Lessee’s assets are placed in the hands of a receiver or trustee, and such receivership or trusteeship continues for a period of sixty (60) days, or

(2)if Lessee makes an assignment for the benefit of creditors or is adjudicated a bankrupt, or

(3)if Lessee institutes any proceedings under any provision of the Bankruptcy Code or under any other act relating to the subject of bankruptcy wherein Lessee seeks to be adjudicated a bankrupt, be discharged of its debts, or effect a plan of liquidation, composition, arrangement or reorganization, or

(4)if any involuntary proceeding is filed against Lessee under any such bankruptcy laws and Lessee consents thereto or acquiesces therein by pleading or default,

then any such act shall be deemed a breach of this Lease, and neither this Lease nor any interest in and to the Premises shall become an asset in any of such proceedings and, in any such event, and in addition to any and all rights or remedies of Lessor hereunder or provided by law, this Lease shall terminate automatically as of the date on which any one or more of the above-described occurrences takes place.  In such event, it shall be lawful for Lessor to re-enter the Premises and take possession thereof and remove all persons and all of Lessee’s personal property, fixtures, equipment, alterations, improvements and utility installations therefrom, and Lessee shall have no further claim to the Premises or under this Lease.  Nothing contained herein shall limit or prejudice the right of Lessor to recover damages by reason of any such termination equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount is greater, equal to, or less than the amount of damages recoverable under the provisions of this Article.  However, the foregoing provisions in this Article shall be subject to the Bankruptcy Code, as heretofore and hereafter amended.

(b)Curable Defaults:  (i) The failure by Lessee to make any payment of Basic Rent, Additional Rent or any other payment required to be made by Lessee hereunder as and when due and which shall continue for a period of ten (10) business days after written notice thereof from Lessor to Lessee; provided however, any such notice shall be in lieu of, and not in addition to, any notice required under the California Code of Civil Procedure or any other law, regulation or ordinance; or

(ii)The failure by Lessee to observe or perform any non-monetary covenants, conditions or provisions of this lease to be observed or performed by Lessee, other than the aforementioned non-curable defaults, within thirty (30) days after Lessee has been given written notice of such failure.  Notwithstanding the foregoing, if Lessee cannot reasonably cure such default within thirty (30) days, Lessee shall not be in default hereunder so long as Lessee commences to cure the default within such thirty (30) day period and thereafter diligently and in good faith pursues such cure to completion.

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Lessors Default

Section 8.03.(a) Lessor shall be in default if it fails or refuses to perform any provision of this Lease that it is obligated to perform and such failure continues for thirty (30) days after written notice thereof from Lessee detailing such failure.  Notwithstanding the foregoing, if Lessor cannot reasonably cure such default within thirty (30) days, Lessor shall not be in default hereunder so long as Lessor commences to cure the default within such thirty (30) day period and thereafter diligently and in good faith pursues such cure to completion.

(b)If Lessor is in default hereunder, and as a consequence Lessee recovers a money judgment against Lessor, such judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Lessor in the Premises, and out of rent or other income from such real property receivable by Lessor or out of the consideration received by Lessor from the sale or other disposition of all or any part of Lessor’s right, title, and interest in the Premises.  Neither Lessor, nor any partner, agent, officer, director or employee of Lessor shall be personally liable for any portion of such a judgment.

Abandonment

Section 8.04.If Lessee vacates or abandons the Premises, this Lease shall continue in effect unless and until expressly terminated by Lessor, and Lessor shall have all of the remedies provided by this Lease or by law, including without limitation, the right to maintain Lessee’s right to possession and to recover Rent as it becomes due hereunder.  Lessor shall not be deemed to have terminated this Lease other than by written notice of termination from Lessor.  At any time subsequent to vacation or abandonment of the Premises by Lessee, Lessor may give notice of termination and shall thereafter have all of the rights hereinafter set forth.

Termination

Section 8.05.Following the occurrence of any default, Lessor shall have the right, so long as the default continues, to terminate this Lease by written notice to Lessee setting forth:  (a) the default; (b) the requirements to cure it; and (c) a demand for possession, which shall be effective in accordance with the notice provisions specified in Section 9.04.

Possession

Section 8.06.Following termination under Section 8.05, without prejudice to any other remedies Lessor may have by reason of Lessee’s default or of such termination, Lessor may then or at any time thereafter, (a) peaceably re-enter the Premises, or any part thereof, upon voluntary surrender by Lessee, or expel or remove Lessee therefrom and any other persons occupying them, using such legal proceedings as are then available; (b) repossess and enjoy the Premises, or relet the Premises or any part thereof for such term or terms, which may be for a term extending beyond the Term, at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion shall determine, with the right to make reasonable alterations and repairs to the Premises; and (c) remove all personal property therefrom.  Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future law in the event of Lessee’s being evicted or dispossessed for any cause, or in the event of Lessor’s obtaining

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possession of the Premises, or by reason of the violation by Lessee of any of the items, covenants or conditions, of this Lease, or otherwise.

Recovery

Section 8.07.Following termination under Section 8.05, Lessor shall have all the rights and remedies of a Lessor provided by Section 1951.2 of the California Civil Code.  The amount of damages which Lessor may recover following termination shall include:  (a) the worth at the time of the award of the unpaid Rent which had been earned at the time of termination; (b) the worth at the time of the award of the amount by which the unpaid Rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (c) the worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of rental loss Lessee proves could be reasonably avoided; and (d) any other amount necessary to compensate Lessor for all detriment proximately caused by Lessee’s failure to perform its obligations under this Lease.  The “worth at the time of the award” of the amounts referred to in (a) and (b) above shall be computed by allowing interest at the maximum rate permitted by law.  The “worth at the time of the award” of the amount referred to in (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one (1%) percent.

Additional Remedies

Section 8.08.In addition to the foregoing remedies, Lessor shall, so long as this Lease is not terminated, have the right to remedy any default of Lessee, to maintain or improve the Premises without terminating this Lease, to incur expenses on behalf of Lessee in seeking a new sublessee, or to cause a receiver to be appointed to administer the Premises and new or existing subleases, and to add to the Rent payable hereunder all of Lessor’s reasonable costs in so doing, with interest at the maximum rate permitted by law.

Other

Section 8.09.If Lessee causes or threatens to cause a breach of any of the covenants, agreements, terms or conditions contained in this Lease, Lessor shall be entitled to retain all sums held by Lessor, by any trustee or in any account provided for herein, to enjoin such breach or threatened breach, and to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings and other remedies were not provided for in this Lease.

Cumulative

Section 8.10.Each right and remedy of Lessor provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease, or now or hereafter existing at law or in equity or by statute or otherwise, and shall not preclude the simultaneous or later exercise by Lessor of any or all other rights or remedies provided for in this Lease or now or hereafter existing in law or in equity or by statute or otherwise.

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No Waiver

Section 8.11.No failure by Lessor or Lessee to insist upon the strict performance of any term hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach shall constitute a waiver of any such breach or of any such term.  Efforts by Lessor to mitigate the damages caused by Lessee’s breach of this Lease shall not be construed to be a waiver of Lessor’s right to recover damages under this Article.  Nothing in this Article affects the right of Lessor to indemnification by Lessee for liability arising prior to the termination of this Lease for personal injuries or property damage.

Written Action

Section 8.12.No act or thing done by Lessor or its agents during the Term hereof shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the premises shall be valid unless made in writing and signed by Lessor.  Neither the reference in this Lease to any particular remedy nor the pursuit of any particular remedy shall preclude Lessor from any other remedy Lessor might have, either at law or in equity.

Replacement of Statutory Notice Requirements

Section 8.13.When this Lease requires service of a notice, that notice shall replace rather than supplement any equivalent or similar statutory notice, including any notices required by Code of Civil Procedure section 1161 or any similar or successor statute.  When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Lease) in the manner required by Section 9.04 shall replace and satisfy the statutory service-of-notice procedures, including those required by Code of Civil Procedure section 1162 or any similar or successor statute.

Continuation of Lease in Effect

Section 8.14.Lessor shall have the remedy described in Civil Code section 1951.4, which provides that, when a Lessee has the right to sublet or assign (subject only to reasonable limitations), the Lessor may continue the lease in effect after the Lessee’s breach and abandonment and recover Rent as it becomes due.  Accordingly, if Lessor does not elect to terminate this Lease on account of any default by Lessee, Lessor may enforce all of Lessor’s rights and remedies under this Lease, including the night to recover all Rent as it becomes due.

Efforts To Relet

Section 8.15.For purposes of this Article 8, Lessee’s right to possession shall not be considered to have been terminated by Lessor’s efforts to relet the Premises, by Lessor’s acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Lessor’s interests under this Lease.  This list is merely illustrative of acts that may be performed by Lessor without terminating Lessee’s right to possession.

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ARTICLE 9.  MISCELLANEOUS

Force Majeure - Unavoidable Delays

Section 9.01.Should the performance of any act required by this Lease to be performed by either Lessor or Lessee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability, not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused; provided, however, that nothing contained in this section shall excuse the prompt payment of rent or other sums by Lessee as required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the party, Lessor or Lessee, required to perform the act.

Attorney’s Fees

Section 9.02.(a) Should any litigation be commenced between the parties to this Lease concerning the Premises, this Lease, or the rights and duties of either in relation thereto, the party, Lessor or Lessee, prevailing in such litigation shall be entitled, in addition to such other relief as may be granted in the litigation, to a reasonable sum as and for his attorney’s fees in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose.

(b)If Lessor is made a party defendant to any litigation concerning this Lease or the leased Premises or the occupancy thereof by Lessee, then Lessee shall hold Lessor harmless from all liability by reason of said litigation, including reasonable attorney’s fees and expenses incurred by Lessor in any such litigation, whether or not any such litigation is prosecuted to judgment, provided however, it is agreed between Lessor and Lessee that if the litigation referred to in this Section arises out of no act, fault, or negligence of the Lessee, there shall be no obligation on the part of Lessee to hold harmless the Lessor from said litigation.

(c)If Lessee breaches any term of this Lease, Lessor may employ an attorney or attorneys to protect Lessor’s rights hereunder, and in the event of such employment following any breach by Lessee, Lessee shall pay Lessor reasonable attorney’s fees and expenses incurred by Lessor, whether or not an action is actually commenced against Lessee by reason of said breach.

Arbitration of Disputes

Section 9.03IF ANY DISPUTE ARISES BETWEEN LESSOR AND LESSEE CONCERNING THE PREMISES, ANY PROVISION OF THIS LEASE OR THE RIGHTS AND DUTIES OF EITHER IN REGARD THERETO, THE DISPUTE SHALL BE SETTLED BY ARBITRATION AS PROVIDED IN THIS SECTION.  EACH PARTY SHALL APPOINT AN ARBITRATOR AND GIVE THE OTHER PARTY WRITTEN NOTICE OF THE NAME AND ADDRESS OF ARBITRATOR WITHIN FIVE (5) DAYS AFTER WRITTEN DEMAND TO DO SO HAS BEEN SERVED ON THE PARTY MAKING THE APPOINTMENT BY THE OTHER PARTY TO THIS LEASE.  THE TWO APPOINTED ARBITRATORS SHALL WITHIN TEN (10) DAYS AFTER THEIR

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APPOINTMENT, APPOINT A THIRD ARBITRATOR.  THE WRITTEN DECISION OF ANY TWO OF THE THREE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE ON BOTH PARTIES TO THIS LEASE.  THE ARBITRATORS MAY APPORTION THE COSTS AND EXPENSES OF THE ARBITRATION PROCEEDING, INCLUDING ATTORNEYS FEES AND ARBITRATION FEES, BETWEEN THE PARTIES TO THIS AGREEMENT IN ANY MANNER DEEMED REASONABLE BY TWO OF THE THREE ARBITRATORS.  THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.

NOTICE:  BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION ABOVE DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MAY HAVE TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION.  IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.  YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION.

LESSOR’S INITIALS: /s/ LESSEE’S INITIALS: /s/

Notices

Section 9.04.All notices to be given to Lessee shall be given in writing personally or by depositing the same in the United States mail, postage prepaid, and addressed to Lessee at the Premises, whether or not Lessee has departed from, abandoned or vacated the Premises.  All notices to be given to Lessor shall be given in writing personally or by depositing the same in the United States mail, postage prepaid, and addressed to the Lessor at 316 South Stratford Avenue, Santa Maria, CA, 93454, or such other place or places as may be designated from time to time by Lessor.

No Merger

Section 9.05.The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate any existing subleases or subtenancies or may, at the option of Lessor, operate as an assignment to it of any of such subleases or subtenancies.

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Binding on Heirs and Successors

Section 9.06.This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, Lessor and Lessee, but nothing in this section contained shall be construed as a consent by Lessor to any assignment of this Lease or any interest therein by Lessee except as provided in Article 8 of this Lease.

Partial Invalidity

Section 9.07.Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding.

Sole and Only Agreement

Section 9.08.This instrument constitutes the sole and only agreement between Lessor and Lessee respecting the Premises, the leasing of the Premises to Lessee, or the lease term herein specified, and correctly sets for the obligations of Lessor and Lessee to each other as of its date.  Any agreements or representations respecting the Premises or their leasing by Lessor to Lessee not expressly set forth in this instrument are null and void.

Waiver

Section 9.09.The waiver by Lessor of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition herein contained.  The subsequent acceptance of rent hereunder by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant or condition of this Lease other than the failure of the Lessee to pay the particular rental so accepted, regardless of Lessor’s knowledge of such preceding breach at the time of the acceptance of such rent.

Subordination and Non-Disturbance

Section 9.10.(a) This Lease is subject and subordinate to all mortgages and deeds of trust which may hereafter be placed and recorded on the property of which the Premises are a part and to all renewals, modifications, replacements, and extensions thereof.

(b)The subordination provided for above is conditioned on and subject to the following:

(i)For each mortgage or deed of trust, Lessor shall obtain from the mortgagee or beneficiary a non-disturbance agreement in writing that, in the event of foreclosure, or any sale thereunder, this Lease shall not be terminated and Lessee’s right to possession under this Lease shall not be disturbed, provided Lessee is not then in default under this Lease;

(ii)In consideration of the mortgagee’s or beneficiary’s agreement not to disturb Lessee’s possession as above provided, Lessee hereby agrees to attorn to the purchaser at any foreclosure, sale or other action or proceeding.

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(iii)The subordination described in this section shall be effective without the necessity of having any further instruments executed by Lessee, but Lessee agrees to execute on demand any such further instruments evidencing subordination that Lessor or any mortgagee or beneficiary may reasonably request.

Time of Essence

Section 9.11.Time is expressly declared to be the essence of this Lease.

Accord and Satisfaction

Section 9.12.No payment by Lessee or receipt by Lessor of a lesser amount than the monthly rent stipulated herein or any other sum due hereunder from Lessee to Lessor shall be deemed to be anything other than a payment on account of the earliest sum then due and owing to Lessor.  No endorsement or statement on any check of any letter accompanying any check or payment or payment of any sum(s) due from Lessee to Lessor hereunder shall be deemed to be an accord and satisfaction, and Lessor may accept and negotiate any such payment without prejudice to Lessor’s right to recover the balance of such rent or other sum or to pursue any other remedy provided for in this Lease or by law.

Right of First Refusal to Purchase Leased Premises

Section 9.13.(a) If at any time during the term of this Lease Lessor receives from any third party a bona fide offer to purchase the Premises at a price and on terms acceptable to Lessor, Lessor shall give written notice of the offer to Lessee.  Within thirty (30) days after Lessor gives Lessee written notice of the third-party offer, Lessee shall have the right to purchase the Premises at the same price and on the same terms and conditions set forth in the third-party offer.  To exercise its right, Lessee must, within the same thirty (30) day period, deposit in escrow with any title company in Monterey County, California, all moneys and instruments required by the terms of the offer to be paid or delivered to Lessor on close of escrow and shall also give Lessor written notice of the deposit.  In the event Lessee fails to exercise the option to purchase in accordance with the provisions of this Section, Lessor may sell the Premises to the third party making the offer on the same terms and conditions set forth in that offer.  If for any reason the Premises are not sold to the party making the offer, Lessor shall give Lessee the same right to purchase the Premises on receiving any subsequent offer from any third party that is acceptable to Lessor.

(b)Lessee may not assign the rights granted under this section either separately or together with a transfer of Lessee’s leasehold interest, and any purported assignment shall be null and void.

(c)If this property is sold to any third party during the term of this Lease, then the provisions of this section shall thereafter be of no further force or effect.

Bankruptcy

Section 9.14.Should a petition in bankruptcy be filed by the Lessee, or should Lessee, during the term hereof, become insolvent or make any assignment for the benefit of creditors, or

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be adjudicated bankrupt or insolvent by any Court, or should a receiver or trustee in bankruptcy be appointed over the business, property and assets of the Lessee, and the Premises herein lease, or take charge of the Premises herein demised, or should this lease, by operation of law, devolve upon or pass to any person or persons other than the Lessee, then upon any of such events, the Lessor may, at its option, re-enter and take possession of these Premises herein leased and remove all persons therefrom and terminate the Lease.

Estoppel Certificate

Section 9.15.Within ten (10) days following any written request which Lessor may make from time to time, Lessee shall execute, acknowledge and deliver to Lessor a statement certifying:  (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect, or, if there have been modifications hereto, that this Lease is in full force and effect, and stating the date and nature of such modifications; (c) the date to which the Rent and other sums payable under this Lease have been paid; (d) that there are no current defaults under this Lease by either Lessor or Lessee except as specified in Lessee’s statement; and (e) any other information Lessor may reasonably require.  Lessor and Lessee intend that any statement delivered pursuant to this Section may be relied upon by any encumbrancer, ground Lessee, beneficiary, purchaser or prospective purchaser of the Property or any interest therein, as well as any of their assigns.

Transfer Of Lessor’s Interest

Section 9.16.Lessor has the right to transfer all or part of its interest in the Building and Real Property and in this Lease.  On such a transfer, Lessor shall automatically be released from all liability accruing under this Lease, and Lessee shall look solely to that transferee for the performance of Lessor’s obligations under this Lease after the date of transfer.  Lessor may assign its interest in this Lease to a mortgage lender as additional security.  This assignment shall not release Lessor from its obligations under this Lease, and Lessee shall continue to look to Lessor for the performance of its obligations under this Lease.

Liability Of The Lessor

Section 9.17.Except as otherwise provided in this Lease or applicable law, for any breach of this Lease the liability of Lessor (including all persons and entities that comprise Lessor, and any successor Lessor) and any recourse by Lessee against Lessor shall be limited to the interest of Lessor and Lessor’s successors in interest in and to the Building and Real Property.  On behalf of itself and all persons claiming by, through, or under Lessee, Lessee expressly waives and releases Lessor from any personal liability for breach of this Lease.

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Executed on the day and date first above written at Salinas, California.

LESSEE:
COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC.
a California corporation
by:	/s/ Thomas D. Fogel, M.D.
	THOMAS D. FOGEL, M.D., President
by:	/s/ Jonathan R. Stella, M.D.
	JONATHAN R. STELLA, M.D., Secretary
LESSOR:
CROMG PARTNERS
a California general partnership
by:	/s/ Robert D. Hesselgesser, M.D.
	ROBERT D. HESSELGESSER, M.D., Managing Partner

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EXHIBIT A

The Company owns the following real property situated in the County of Monterey, State of California, described as:

Parcel 1 as said Parcel, is shown and so designated on that certain Parcel Map, filed for record June 9, 1975 in Volume 8 of Parcel Maps at Page 141, Monterey County Records.

A.P. No.: 002-721-023

More commonly known as: 1069 Los Palos Drive, Salinas, California

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EX-10.40

Exhibit 10.40

LEASE AGREEMENT

BY THIS LEASE dated February 1, 2001, VENTURA BUILDING PARTNERSHIP, a California general partnership, herein called “Lessor,” leases to COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation, herein called “Lessee,” that certain real property, herein called “the Premises,” in the City of Ventura, County of Ventura, State of California, commonly known as 2841 Cabrillo Drive, Ventura, California, and more particularly described in Exhibit A, attached hereto.

ARTICLE 1.  TERM OF LEASE

Original Term

Section 1.01.This Lease shall be for a term of fifteen (15) years, commencing on February 1, 2001, and ending on January 31, 2016.

Extended Term

Section 1.02.Should Lessee perform all the terms and conditions of this Lease and provided Lessee is not then in default under the terms of this Lease, Lessee may extend this Lease for two (2) additional, separate terms of ten (10) years each, commencing on expiration of the preceding term, by giving Lessor written notice of Lessee’s desire to extend the term hereof not less than one hundred eighty (180) days prior to expiration of the preceding term.  This option to extend the term of this Lease is personal to Lessee and may not be transferred by Lessee without Lessor’s prior written consent.

Hold Over

Section 1.03.Should Lessee hold over and continue in possession of the Premises after expiration of the term of this Lease or any extension thereof, Lessee’s continued occupancy of the Premises shall be considered a month-to-month tenancy subject to all the terms and conditions of this Lease, except that the base rent shall be in an amount equal to 100% of the last monthly rent.  If Lessee fails to surrender the Premises upon the expiration of this Lease, Lessee shall indemnify and hold Lessor harmless from all loss or liability, including without limitation, any claims made by any succeeding tenant founded on or resulting from such failure to surrender.

ARTICLE 2.  RENT

Base Rent

Section 2.01.For the first year of the term hereof, Lessee agrees to pay to Lessor a fixed rental for the use and occupancy of the Premises of Nineteen Thousand One Hundred Fifty Dollars ($19,150.00) per month, payable on the first (1st) day of each and every calendar month commencing on February 1, 2001, at 316 S.  Stratford Avenue, Santa Maria, CA 93454, or at such other place or places as Lessor may from time to time designate by written notice delivered to Lessee.

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Rent Adjustment

Section 2.02.The Base Rent provided for in Section 2.01 above shall be increased by three percent (3%) one year after the commencement of the term hereof and annually thereafter on the same date each calendar year until November 1, 2001.  Commencing on November 1, 2001 the Base Rent shall be reduced to Fourteen Thousand Forty One Dollars ($14,041.00) per month.  On November 1 of each calendar year thereafter, including any exercised options to extend (“the adjustment date”) the Base Rent shall be adjusted by three percent (3%) per year.

Base Rent for Extension Terms

(a)In the event Lessee timely exercises its option to extend the lease term under Section 1.02 above, then within fifteen (15) days of Lessee’s written notice to Lessor of Lessee’s exercise of such option, Lessor and Lessee shall meet to establish the Base Rent for the first year of the Extension Term (“Rent Meeting”).  The Base Rent per square foot of leaseable area in the Premises for the first year of each extension term shall be the fair market rental value of the Premises, determined in accordance with the following formula:

Vault Sq. Ft. X (Market Rent x 2.67) + Medical Sq. Ft X (Market Rent)
(divided by) total leaseable square footage

= Base Rent per square foot

As used in the above formula, “Vault Sq. Ft.” means the total square footage of the treatment vaults, other than any treatment vaults added at the Lessee’s cost and expense.  “Market Rent” is the current fair market rent per square foot for medical office space in the City of Ventura, California on a triple net basis.  This space will be leased (not subleased) and will be comparable in size, location and quality to the Premises.  “Medical Sq. Ft” refers to all leaseable space in the Premises other than Vault Sq. Ft. “Total leaseable square footage” shall be the total leaseable square footage in the Premises determined by survey.

In the event that the parties cannot agree on the Market Rent for the first year of an extension term, then within ten (10) days after the Rent Meeting, Lessor and Lessee shall each specify in writing to the other party its determination of such Market Rent Rate.  If either party fails to submit its written determination in accordance with this Section, the Base Rent for the extension term shall be the determination submitted by the other party.

(b)Within ten (10) days after the parties have exchanged written determinations, Lessor and Lessee shall mutually select three commercial realtors within the City of Ventura to determine the Market Rent.  Each such realtor shall (i) be disinterested; (ii) be qualified to determine the fair market rental rates for real estate similar to the Premises; and (iii) have been actively engaged in the leasing of comparable medical space in the City of Ventura for a period of not less than five (5) continuous years immediately preceding his or her appointment.  If Lessor and Lessee are unable to mutually select three such commercial realtors, then either party, on behalf of both, may request such appointment by the President of the local chapter of the California Realtors Association.  If such Association is not then in existence, either party, on behalf of both, may request such appointment by the presiding judge of the Superior Court of the Judicial District in which the property is located.  Each such realtor shall submit their respective

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determinations of Market Rent for the area in writing to both parties and shall provide the basis for such determination.

(c)The average of the three written determinations of Market Rent prepared by the realtors so selected shall be utilized to determine the Base Rent of the Premises for the initial year of the extension term.  The costs of the three realtors’ services shall be shared equally by the parties.  The decision of the realtors shall be binding upon the Lessor and Lessee.

(d)In the event that the parties have not agreed on the Market Rent or the realtors have not been selected and the Market Rent determined before the commencement of the extension term, Lessee shall continue to pay the same lease rate in effect at the end of the lease year immediately preceding the commencement of the extension term.  Lessee shall pay such sum as Base Rent until the initial Base Rent for the extension term is determined, at which time Lessee shall promptly pay Lessor any additional rent due by reason of any increase in the Base Rent during the extension term over the Base Rent previously paid by Lessee.  If the Base Rent actually paid by Lessee during this period is ultimately determined to be more than the revised Base Rent as finally determined as above provided, any such over payment shall constitute a credit against the revised Base Rent, and that credit shall be applied to the following month or months until such credit is exhausted.

(e)The Base Rent as above determined shall be subject to increase at the end of the first lease year of the extension term in the same manner as provided in Section 2.02 above.

Taxes, Utilities and Operating Expenses as Additional Rent

Section 2.03.In addition to the rent specified in Sections 2.01 and 2.02 above, Lessee shall pay, as additional rent, all Utilities, Insurance, Personal and Real Property Taxes and Operating Expenses directly to the vendor or creditor for such items, or otherwise as set forth in this Section 2.03.  If Lessee fails to pay any such amount, Lessor may in its sole discretion, advance monies to pay such items, and demand reimbursement in full from Lessee (referred to as additional rent” herein), including without limitation any cost, expense, assessment or charge, as well as interest as provided in this Lease.

Utilities

(a)Lessee shall pay, and hold Lessor and the property of Lessor including the Premises, free and harmless from, all charges for the furnishing of gas, water, sewer, electricity, telephone service, garbage and trash removal and other public utilities during the entire term of this Lease or any extension thereof.  All such charges shall be paid by Lessee directly to the provider of the service and shall be paid as they become due and payable but in any event before delinquency.

Lessee agrees that Lessor shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services) or for diminution in the quality or quantity of any service when the failure, delay, or diminution is entirely or partially caused by:

(i)Breakage repairs, replacements, or improvements;

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(ii)Strike, lockout, or other labor trouble;

(iii)Inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort to do so;

(iv)Accident or casualty;

(v)Act or default of Lessee or other parties; or

(vi)Any other cause beyond Lessor’s reasonable control.

Such failure, delay, or diminution shall not be considered to constitute an eviction or a disturbance of Lessee’s use and possession of the Premises or relieve Lessee from paying rent or performing any of its obligations under this Lease.  Lessor shall not be liable under any circumstances for a loss of or injury to property or for injury to or interference with Lessee’s business, including loss of profits through, in connection with, or incidental to a failure to furnish any of the utilities or services under this Section 2.03.  Lessor may comply with mandatory or voluntary controls or guidelines promulgated by any government entity relating to the use or conservation of energy, water, gas, light, or electricity or the reduction of automobile or other emissions without creating any liability of Lessor to Lessee under this Lease as long as compliance with voluntary controls or guidelines does not materially and unreasonably interfere with Lessee’s use of the Premises.

Personal Property Taxes

(b)Lessee shall pay before they become delinquent all taxes, assessments and other charges levied or imposed by any governmental entity on the furniture, trade fixtures, equipment and other personal property placed by Lessee in, on or about the Premises.

Real Property Taxes

(c)Lessee shall pay all real property taxes and general and special assessments on the Premises, including any increases in such taxes and assessments, before they become delinquent.

The real property taxes and assessments levied against the Premises for the first and last years of the term hereof shall be prorated between Lessor and Lessee for purposes of this section as of 12:01 A.M.  on the date of commencement and termination respectively of this Lease.

Lessee shall have the right, at Lessee’s sole cost and expense, to protest or contest in good faith the amount of any tax or assessment.  As a condition precedent to Lessee’s right to protest such taxes or assessments, Lessee shall either pay the disputed amount and file for refund or deposit with Lessor the disputed amount plus one (1) years interest at the rate then charged by said county plus any estimated penalty which Lessor may incur by non-payment.  Upon such payment or deposit, Lessor shall cooperate with Lessee in prosecuting such dispute.

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Operating Expenses

(d)Lessee shall pay all Operating Expenses attributable to the occupation and use of the Premises.

The term “Operating Expenses” as used in this Lease shall mean all expenses, costs and fees attributable to Lessee’s use and occupancy of the Premises under this Lease, including but not limited to:

(i)Miscellaneous operating costs, maintenance, security services, replacement for normal wear and tear, repair, re-striping and resurfacing of paving, insurance (including public liability and property damage, rent continuation, boiler and machinery and extended coverage insurance), and cleaning of the Premises and all parts thereof and all furnishings, fixtures and equipment therein.  The term “Operating Expenses” shall include the annual amortization of costs (including financing at the then prevailing rate, if any) of any improvements, equipment, or devices required by any governmental authority or incurred as a labor saving measure or to reduce operation or maintenance expenses with respect to the Premises where such costs are amortized over the useful life thereof.

(ii)Operating Expenses shall also include licenses, permits, charges and assessments which are levied, assessed, imposed or collected by any governmental authority or improvement or assessment district during any calendar year with respect to the Premises and Lessee’s use and occupancy of the Premises and the land on which the premises are located, and any improvements, fixtures, equipment and other property of Lessor, real or personal, used in connection with the operation or maintenance of the Premises (computed on a cash basis or as if paid in permitted installments regardless of whether actually so paid), as well as any tax which shall be levied or assessed in addition to or in lieu of any tax described in Sections 2.03 (b) or (c) above (it being acknowledged that because of the passage of laws which limit increases in property taxes, government agencies may impose fees, charges, assessments or other levies in connection with services previously furnished without charge or at a lesser charge and which were previously paid for in whole or in part, directly or indirectly by real property taxes), any gross excise tax or other similar tax, and any costs or expenses of contesting any such taxes, licenses, charges or assessments, but excluding any federal or state income or gift tax or any franchise, capital stock, estate or Inheritance taxes.

Late Charges

Section 2.04.If any installment of rent or other payment required to be paid by Lessee to Lessor is not paid within ten (10) days of the date on which it is due, a late charge equal to five percent (5%) of the late payment shall be due from Lessee to Lessor to compensate Lessor for the additional administrative work caused by such default and to compensate Lessor for the loss of use of such defaulted payment.  The late charge herein shall be in addition to any other remedy which Lessor may have hereunder for such default.

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Interest on Late Payments

Section 2.05.If any payment required to be paid by Lessee to Lessor is not paid within ten (10) days of the date on which it is due, such payment shall bear interest at the maximum rate permitted by law from the date it became due until it is paid by Lessee to Lessor.

ARTICLE 3.  USE OF PREMISES

Permitted Use

Section 3.01.The Premises shall, during the term of this Lease and any extensions thereof, be used for conducting a medical and radiation oncology business, for related activities and for no other purpose without the prior written consent of Lessor.

Insurance Hazards

Section 3.02.Lessee shall not commit or permit the commission of any acts on the Premises nor use or permit the use of the Premises in any manner that will increase the existing rates for or cause the cancellation of any fire, liability, or other insurance policy insuring the Premises or the improvements on the Premises.

Waste or Nuisance

Section 3.03.Lessee shall not commit or permit the commission by others of any waste on the Premises; Lessee shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 of the California Civil Code on the Premises; and Lessee shall not use or permit the use of the Premises for any unlawful purpose.

Hazardous Materials

Section 3.04.Lessee warrants and represents that during the term hereof, and any extensions thereof, Lessee shall not use the Premises in any manner that would be in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on, under or about the Premises, including but not limited to soil and groundwater conditions.  Lessee shall not use, generate, manufacture, produce, store or dispose of on, under or about the Premises any hazardous materials, including without limitation, flammable materials, explosives, asbestos, radioactive materials, hazardous wastes, toxic substances or related injurious materials, whether injurious by themselves or in combination with other materials, other than such materials as may be necessary for Lessee’s normal operations on the Premises.  Lessee shall not dispose of or permit the disposal of any hazardous materials into the sewer system serving the Premises.

As used in this Section 3.04, the term “Hazardous Material” shall mean any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any local government authority having jurisdiction over the Building.  Hazardous Material includes:

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(a)Any “hazardous substance,” as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601-9675);

(b)“Hazardous waste,” as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code sections 6901-6992k);

(c)Any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect);

(d)Petroleum products;

(e)Radioactive material, including any source, special nuclear, or byproduct material as defined in 42 United States Code sections 2011-2297g-4;

(f)Asbestos in any form or condition; and

(g)Polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs.

If, during the Lease Term (including any extensions), Lessee becomes aware of (i) any actual or threatened release of any Hazardous Material on, under, or about the Premises or the Building or (ii) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material on, under, or about the Premises or the Building, Lessee shall give Lessor written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to Lessor copies of any claims, notices of violation, reports, or other writings received by Lessee that concern the release or investigation.

Lessee shall, at Lessee’s sole expense and with counsel reasonably acceptable to Lessor, indemnify, defend, and hold harmless Lessor and Lessor’s shareholders, directors, officers, employees, partners, affiliates, agents, successors, and assigns with respect to all losses arising out of or resulting from the release of any Hazardous Material in or about the Premises or the Building, or the violation of any Environmental Law, by Lessee or Lessee’s agents, assignees, sublessees, contractors, or invitees.  This indemnification applies whether or not the concentrations of any such Hazardous Material is material, the concentrations exceed state or federal maximum contaminant or action levels, or any governmental agency has issued a cleanup order.  This indemnification includes:

(1)Losses attributable to diminution in the value of the Premises or the Building;

(2)Loss or restriction of use of rentable space in the Building;

(3)Adverse effect on the marketing of any space in the Building; and

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(4)All other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, orders, or judgements), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release or violation.

This indemnification shall survive the expiration or termination of this Lease.

If the presence of any Hazardous Material brought onto the Premises or the Building by Lessee or Lessee’s employees, agents, contractors, or invitees results in contamination of the Building, Lessee shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Lessee’s sole expense, to return the Premises or the Building to the condition that existed before the introduction of such Hazardous Material.  Lessee shall first obtain Lessor’s approval of the proposed removal or remedial action.  This provision does not limit the indemnification obligation set forth in Section 3.04.

Compliance With Law

Section 3.05.Lessee shall at Lessee’s own cost and expense comply with all statues, ordinances, regulations, existing use permits and requirements of all governmental entities, both federal and state and county or municipal, relating to Lessee’s use and occupancy of the Premises whether such statutes, ordinances, regulations, and requirements be now in force or hereinafter enacted.  The judgment of any court of competent jurisdiction, or the admission by Lessee in a proceeding brought against Lessee by any government entity, that Lessee has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Lessor and Lessee and shall be grounds for termination of this Lease by Lessor.  Lessor agrees that any requirements of the Municipal, State, or Federal authorities which require alteration of Lessor’s building shall not be the responsibility of Lessee, unless required because of an act of Lessee or a use of the Premises by Lessee.

ARTICLE 4.  ALTERATIONS AND REPAIRS

Maintenance

Section 4.01.Lessee shall at his own cost and expense keep and maintain all portions of the Premises as well as all improvements on the Premises and all facilities appurtenant to the Premises, including but not limited to electrical, plumbing, heating and air conditioning, sewage systems, roof and outer walls in good order and repair and in as safe and clean a condition as they were when received by Lessee from Lessor, reasonable wear and tear excepted.

Should Lessee fail to maintain the Premises as set forth above, Lessor may, at Lessor’s option, perform or contract for the performance of such maintenance for and on behalf of Lessee.  In such event, Lessee shall promptly on written demand of Lessor reimburse Lessor for all cost and expense incurred by Lessor in performing Lessee’s obligations hereunder plus interest at the maximum rate permitted by law from the date expended by Lessor to the date of repayment by Lessee.

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Alterations and Liens

Section 4.02.Lessor and Lessee agree that from time to time during the term of this Lease, Lessee may desire alterations, changes and additions in and to the interior of the Premises and to the Building that are necessary or convenient to the operation of its business at the Premises.

Non-structural Changes

(a)Lessee may, at its own expense, make nonstructural changes to the interior of the Premises (e.g.  revisions to interior decor, carpeting, painting, wall covering, etc.) provided that the value of the Premises shall not be diminished thereby.  Further provided, that any non-structural changes exceeding $5,000 in total cost must first be approved by the Lessor prior to commencement of such changes.

Structural Changes

(b)If Lessee desires either (i) interior changes to the Premises of a structural nature (e.g.  relocating interior walls); or (ii) changes to the facade or exterior walls or roof, or (iii) desires the addition of square footage to the Premises (i.e.  addition of Medical square footage or Vault square footage) then Lessee shall submit detailed plans and specifications for any proposed alteration or improvement to the Premises for Lessor’s review and approval.  The Lessor shall have the option to approve or deny the request for structural changes in writing within 30 (thirty) days of receipt of such request, in the reasonable discretion of the Lessor.  The failure of the Lessor to disapprove or object to such plans and specifications or any substantial changes therein within said thirty (30) days, shall constitute Lessor’s disapproval of the same.  Subsequent to such approval, minor changes in work or materials not affecting the general character of the improvements need not be approved by Lessor but a copy of the altered plans and specifications reflecting such changes must be promptly given to Lessor.  If approved, the Lessor shall have the option to pay for the changes, or not, in its sole discretion.  If the Lessor chooses to pay for the changes, then the parties shall meet immediately to negotiate an adjustment to the Base Rent to go into effect at the completion of the alterations.  If the Lessor chooses not to pay for the alterations, the Lessee has the option to proceed with the alterations, in its sole discretion and at its expense, without paying any amount of rent for the added square footage for the remaining Original Term, only the expenses attributable to the additional space.

Supervision of Alterations

(c)All structural changes to the Premises involving load bearing walls which require Lessor’s approval shall be made under the supervision of a licensed architect or licensed structural engineer in accordance with the detailed plans and specifications submitted to Lessor as above provided.

Notices of Non-Responsibility

(d)Lessee shall provide Lessor with at least twenty (20) days written notice prior to commencing any alteration, addition or change to the Premises requiring Lessor’s approval and

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Lessor shall have the right to enter the Premises to post Notices of Non-Responsibility as provided by law.

Quality of Work; Ownership

(e)All work with respect to any alteration, addition or change must be performed in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit, except during the period of work.  Furthermore, any and all alterations, additions, improvements, and fixtures, except furniture and trade fixtures, made or placed in or on the Premises by Lessee or any other person shall on expiration or sooner termination of this Lease become the property of Lessor and remain on the Premises; provided, however, that Lessor shall have the option on expiration or sooner termination of this Lease of requiring Lessee, at Lessee’s sole cost and expense, to remove any or all such alterations, additions, improvements, or fixtures from the Premises (excluding vaults).  All such changes, alterations, and improvements shall be performed and completed strictly in accordance with the laws and ordinances relating thereto, and in such a manner as not to impede access to the Premises.

Lessee shall not be the cause or object of any liens or allow such liens to exist, attach to, be placed on, or encumber Lessor’s or Lessee’s interest in the Premises, Building, or Real Property by operation of law or otherwise.  Lessee shall not suffer or permit any lien of mechanics, material suppliers, or others to be placed against the Premises, with respect to work or services performed or claimed to have been furnished to Lessee or the Premises.  If any such lien attaches or Lessee receives notice of any such lien, Lessee shall cause the lien to be immediately released and removed of record.  Despite any other provision of this Lease, if the lien is not released and removed within 10 (ten) days after Lessor delivers notice of the lien to Lessee, Lessor may immediately take all action necessary to release and remove the lien, without any duty to investigate the validity of it.  All expenses (including reasonable attorney fees) incurred by Lessor in connection with the lien shall be considered additional rent under this Lease and be immediately due and payable by Lessee.

Additional Requirements

(f)If Lessee pays for the changes, the following provisions shall apply to such changes:

(i)The exterior of the improvements shall be compatible with the design and appearance of the Premises as it exists at the time of execution of this Lease.

(ii)All work required in the construction of the structural changes, including any site preparation work, utility installations as well as actual construction shall be performed only pursuant to a contract entered into by Lessee with a competent general contractor and sub-contractors duly licensed as such under the Laws of the State of California, with proof of adequate liability and workers compensation insurance.

(iii)The approval by Lessor of any plans and specifications under this paragraph refers only to the conformity of such plans and specifications to the general architectural plan for the Building.  By approving such plans and specifications, Lessor assumes

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no liability or responsibility therefor and for any defect in any structure constructed from such plans or specifications.

Inspection by Lessor

Section 4.03.Lessee shall permit Lessor or his agents to enter into and upon the Premises during business hours for the purpose of inspecting the same, or for the purpose of posting notices of non-responsibility for alterations, additions or repairs or for the purpose of placing upon the property in which the Premises are located any usual or ordinary “for sale” signs, without any rebate of rent and without any liability to Lessee for any loss of occupation or quiet enjoyment of the Premises thereby occasioned.  Lessee shall permit Lessor, at any time within one hundred eighty (180) days prior to the expiration of this Lease, to place upon the Premises any usual or ordinary “to let” or “to lease” signs, provided that such entries made by Lessor hereunder shall not unreasonably interfere with the conduct of Lessee’s business.

Surrender of Premises

Section 4.04.On expiration or sooner termination of this Lease, or any extensions or renewals of this Lease, Lessee shall promptly surrender and deliver the Premises to Lessor in as good condition as they are on at the date of possession, reasonable wear and tear excepted.

ARTICLE 5.  INDEMNITY AND INSURANCE

Hold-Harmless Clause

Section 5.01.To the fullest extent permitted by law, Lessee, on its behalf and on behalf of its successors and assignees, waives all claims (in law, equity, or otherwise) against Lessor, its officers, directors, principals, agents, successors, assignees and agent arising out of, knowingly and voluntarily assumes the risk of, and agrees that Lessor shall not be liable to Lessee for any of the following acts or failure to act set forth in paragraphs (a) to (c) below.  Lessor shall not be liable under this clause regardless of whether the liability results from any active or passive act, error, omission, or negligence of any of the Lessor; or is based on claims in which liability without fault or strict liability is imposed or sought to be imposed on any of the Lessor.  This exculpation clause shall not apply to claims against Lessor to the extent that a final judgment of a court of competent jurisdiction establishes that the injury, loss, damage, or destruction was proximately caused by Lessor’s fraud, willful injury to person or property, or violation of law.

(a)The death or injury of any person or persons, including Lessee or any person who is an employee or agent of Lessee, or by reason of the damage to or destruction of any property, including property owned by Lessee or any person who is an employee or agent of Lessee, and caused or allegedly caused by either the condition of the Premises, or some act or omission of Lessee or of some agent, contractor, employee, servant, sublessee, or concessionaire of Lessee on the Premises;

(b)Any work performed on the Premises or materials furnished to the Premises at the instance or request of Lessee or any agent or employee of Lessee;

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(c)Lessee’s failure to perform any provision of this Lease or to comply with any requirement imposed on Lessee or the leased Premises by any duly authorized governmental agency or political subdivision.

Liability Insurance

Section 5.02.Lessee shall, at its own cost and expense, obtain and maintain during the entire term of this Lease and any renewals or extensions thereof, a broad form comprehensive coverage policy of public liability insurance issued by an insurance company or companies rated by Best as A+ or better and authorized to conduct insurance business in the State of California and insuring Lessee and Lessor against loss or liability caused by or connected with Lessee’s occupation and use of the Premises under this Lease in amounts not less than:

(a)$1,000,000,00 combined single limit for injury to or death as a result of any accident or incident.

(b)$2,000,000.00 for damage to or destruction of any property of others.

Such public liability insurance, and property damage insurance shall insure performance by Lessee of the indemnity provisions of Section 5.01 above.  Both parties shall be named as co-insured, and the policy shall contain cross liability endorsements, if available.  The policy shall be primary insurance for all claims under it and provide that any insurance carried by Lessor is strictly excess, secondary, and noncontributing with any insurance carried by Lessee.  Lessee may provide such insurance under a single policy or under one or more separate policies.

Every three (3) years, Lessor may increase the amount of public liability and property damage insurance coverage required hereunder, if at that time the existing coverage is not adequate in the opinion of Lessor’s insurance broker or lender(s).

Fire and Casualty Insurance

Section 5.03.Lessee shall, at Lessee’s sole cost and expense, at all times during the term hereof, and any extensions thereof, keep all buildings, improvements and other structures on the Premises insured for their full replacement cost against loss or destruction by fire and the perils, including vandalism and malicious mischief, commonly covered under standard extended coverage endorsements in Ventura County, California.  Lessor shall be named as an additional insured on all such policies and the policies shall contain a cross-liability endorsement.

“Full replacement cost” as used herein shall mean the actual cost of replacement for the buildings and other improvements on the Premises, as determined from time to time by Lessor.  Upon notification to Lessee in writing of Lessor’s determination of full replacement cost, Lessee shall, within thirty (30) days of such written notice, increase the amount of the insurance carried to the amount stated in the notice.

Business Interruption Insurance

Section 5.04.Lessee shall, at all times during the term of this Lease and any extensions thereof, maintain at Lessee’s sole cost and expense a policy of business interruption insurance,

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ensuring the rent provided for in this Lease will be paid to Lessor for a period not less than one (1) year in the event the Premises are destroyed or damaged so as to render operation of Lessee’s business impossible or impractical by any casualty insured against by standard fire and extended coverage insurance.

Lessee’s Personal Property

Section 5.05.Lessee shall, at all times during the term of this Lease and any extensions thereof, maintain at Lessee’s sole cost and expense an insurance policy issued by a company acceptable to Lessor insuring for their full insurable value all furniture, fixtures, equipment and alterations or improvements made to the Premises by Lessee against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in Ventura County.  Any loss payable under such insurance shall be payable to Lessee and shall be used to repair or replace such furniture, fixtures, equipment and alterations and improvements.

Cancellation Clause

Section 5.06.Any policy of insurance required to be obtained and maintained by Lessee under this Article shall be written by insurance companies authorized to do business in the State of California.  Each such policy of insurance shall expressly provide that it cannot be cancelled for any reason or altered in any manner unless at least thirty (30) days prior written notice has been given to Lessor by the insurance company.

Deposit of Insurance with Lessor

Section 5.07.Lessee shall, prior to taking possession of the Premises and promptly thereafter when any such policy is replaced, rewritten, or renewed, deliver to Lessor a true and correct copy of each insurance policy required by this Article of this Lease or a certificate executed by the insurance company or companies or their authorized agent evidencing such policy or policies.

Lessor’s Right to Procure Insurance

Section 5.08.If at any time Lessee fails to procure or maintain the insurance required by this Article, Lessor may obtain that insurance and pay the premiums on it for the benefit of Lessee.  Any amounts paid by Lessor to procure or maintain insurance pursuant to this section shall be immediately due and repayable to Lessor by Lessee with the next then due installment of rent under this Lease.  Failure to repay at that time any amount expended by Lessor shall be considered the same as a failure to pay rent and a default by Lessee under this Lease.

Lessor’s Indemnity

5.09.  Lessor expressly agrees to indemnify, protect, defend and hold Lessee harmless from all claims arising from any breach or default in the performance of any obligation to be performed by Lessor under the terms of this Lease and from and against all costs, loss, damage, legal expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon.  Notwithstanding anything to the contrary herein, any claim for indemnity

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brought by the Lessee under this provision shall be limited to Lessor’s interest in the Premises, and Lessee shall not have recourse to any other assets of Lessor or to the assets of any partner of Lessor for such claim.

ARTICLE 6.  SIGNS AND TRADE FIXTURES

Installation and Removal of Trade Fixtures

Section 6.01.Lessee shall have the right at any time and from time to time during the term of this Lease and any renewal or extension of such term, at Lessee’s sole cost and expense, to install and affix in, to, or on the Premises such items, herein called “trade fixtures,” for use in Lessee’s trade or business as Lessee may, in its sole discretion, deem advisable.  Any and all such trade fixtures that can be removed without structural damage to the Premises or any building or improvement on the Premises shall remain the property of the Lessee and may be removed by Lessee at any time or times prior to the expiration or sooner termination of this Lease.

Unremoved Trade Fixtures

Section 6.02.Any trade fixtures described in this Article that are not removed from the Premises by Lessee within ten (10) days after the expiration or sooner termination, regardless of cause, of this Lease shall be deemed abandoned by Lessee and shall automatically become the property of Lessor as owner of the real property to which they are affixed, unless Lessor notifies Lessee, in writing, of Lessor’s election to have Lessee remove such trade fixtures and to repair any damage caused thereby.  Upon such election by Lessor to require Lessee to remove such trade fixtures, Lessee shall have fifteen (15) days from the date of such notice in which to remove such trade fixtures and repair any damage caused by such removal.  If Lessee fails to remove such trade fixtures and repair any such damage, Lessor may do so at Lessee’s sole cost and expense, including any costs of storing such property.  Such costs and expenses, if incurred by Lessor for Lessee’s benefit, shall be promptly, upon written demand therefor, reimbursed to Lessor by Lessee, together with interest at the maximum rate permitted by law from the date expended by Lessor to the date of reimbursement by Lessee.

Signs

Section 6.03.Lessee may place and maintain, or permit any other person to place and maintain any sign on the Premises providing such sign is in compliance with then existing governmental regulations.  Lessee may not place any decoration, lettering, or advertising matter on the glass of any exterior show window of the Premises.  Lessee shall maintain such sign at all times during this Lease in good appearance and repair.  On expiration or sooner termination of this Lease, all such signs not removed from the Premises by Lessee on such expiration or termination of this Lease may, without liability, be destroyed by Lessor.

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ARTICLE 7.  DAMAGE, DESTRUCTION OR CONDEMNATION

Duty to Repair or Restore

Section 7.01.If any improvements, including the buildings and other structures, located on the Premises are damaged or destroyed during the term of this Lease or any extension thereof, the damage shall be repaired as follows:

(a)If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required to be carried under this Lease, Lessee shall repair that damage as soon as reasonably possible and restore the Premises and improvements to substantially the same condition as existed before the damage or destruction, regardless of whether the insurance proceeds are sufficient to cover the actual cost of repair or restoration.  If insurance required to be carried by Lessee under this Lease has lapsed or not been carried, Lessee shall be solely responsible for the full cost and expense of necessary repairs and restoration.

(b)If the damage or destruction is caused by a peril against which insurance is not required to be carried by this Lease, Lessor, subject to Lessor’s right to terminate this Lease described in Section 7.02, shall repair that damage as soon as reasonably possible and restore the Premises to substantially the same condition as existed before the damage or destruction.

(c)Whether the damage of destruction is caused either by a peril against which fire and extended coverage insurance is required by this Lease to be carried or by a peril against which insurance is not required to be carried by this Lease, Lessee expressly waives any right under Civil Code Sections 1931-1933 to terminate this Lease for damage or destruction to the Premises.

Termination of Lease for Certain Losses

Section 7.02.(a)  Notwithstanding any other provision of this Lease, if any improvements located on the Premises are damaged or destroyed to such extent it will cost more than $100,000.00 to repair or replace them, and the damage or destruction is caused by a peril against which insurance is not required to be carried by this Lease, Lessor may terminate this Lease by giving Lessee written notice of the termination.  The notice must be given within slit/ (60) days after the occurrence of the damage or destruction.

(b)Lessee or Lessor shall have the right to terminate this Lease under either of the following circumstances:

(i)If the Premises are damaged or destroyed from any cause whatsoever, insured or uninsured, and the laws then in effect do not permit the repair or restoration of the Premises provided for in this Article; or

(ii)If the Premises are damaged or destroyed from any cause whatsoever, insured or uninsured, during the last year of the term of this Lease or any extension thereof (provided Lessee has not elected before the date of damage or destruction to extend the term of this Lease in accordance with Section 1.02).

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(c)Either party may terminate this Lease by giving written notice of termination to the other party not later than fourteen (14) days after the right to terminate accrues, and such termination shall be effective as of the date of the notice of termination.  In the event of a termination under subsection (b), Lessee shall not be entitled to collect any insurance proceeds attributable to insurance policies covering the Premises or improvements except those proceeds attributable to Lessee’s personal property and trade fixtures.

(d)If this Lease is terminated pursuant to either subsection (a) or (b) above, the rent and other sums payable by Lessee to Lessor under this Lease shall be prorated as of the termination date.  If any such sums have been paid in advance by Lessee, Lessor shall refund them to Lessee for the unexpired period for which the payment has been made.

Time for Construction of Repairs

Section 7.03.Any and all repairs and restorations of improvements required by this Article shall be commenced by Lessor or Lessee, as the case may be, within a reasonable time after the occurrence of the damage or destruction requiring the repairs or restoration; shall be diligently pursued after being commenced; and shall be completed within a reasonable time after the loss.  If Lessor is required under this Lease to perform the repairs and restoration, Lessor shall cause the repairs and restoration to be completed within 180 days after the occurrence of the event causing destruction or Lessee shall have the right to terminate this Lease, unless the delays are caused by events outside the control of Lessor.

Insurance Proceeds

Section 7.04.If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required to be carried and maintained under this Lease by Lessee, the proceeds of insurance shall be paid directly to the parties for the purpose of making the necessary repairs to the Premises as required under this Lease.

Abatement of Rent

Section 7.05.In the event of repair, replacement or restoration as herein provided, the Base Rent payable under this Lease shall be abated proportionately with the degree to which Lessee’s use of the Premises is impaired, from the date of the damage until completion of repairs plus one (1) calendar month.  Lessee shall not be entitled to any compensation of damages for loss in the use of all or part of the Premises and/or for any inconvenience or annoyance occasioned by such damage, repair, replacement or reconstruction.

Total Condemnation

Section 7.06.Should, during the term of this Lease or any renewal or extension thereof, title and possession of all of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, this Lease shall terminate as of 12:01 A.M.  on the date actual physical possession of the Premises is taken by the agency or entity exercising the power of eminent domain and both Lessor and Lessee shall thereafter be released from all obligations, except those specified in Section 7.10 of this Lease, under this Lease.

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Termination Option for Partial Condemnation

Section 7.07.Should, during the term of this Lease or any extension thereof, title and possession of only a portion of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, Lessee may, at Lessee’s option, terminate this Lease if more than 35 percent of the floor space or more than 55 percent in value of the Premises is taken under the power of eminent domain.  Lessee shall exercise its option by giving written notice to Lessor within 30 days after actual physical possession of the portion subject to the eminent domain power is taken by the agency or entity exercising that power.  This Lease shall terminate as of 12:01 A.M.  on the date the notice is deemed given to Lessor but the rent specified in Article 2 of this Lease shall be reduced in the manner specified in Section 7.08 below from the date of taking to the date of termination of the lease.

Partial Condemnation Without Termination

Section 7.08.Should Lessee fail to exercise the option described in Section 7.06 of this Lease or should the portion of the Premises taken under the power of eminent domain be insufficient to give rise to the option described in Section 7.07 of this Lease, then, in that event:

(a)This Lease shall terminate as to the portion of the Premises taken by eminent domain as of 12:01 A.M.  on the day, herein called the “date of taking,” actual physical possession of that portion of the Premises is taken by the agency or entity exercising the power of eminent domain;

(b)The rent specified in Article 2 of this Lease shall, after the date of taking, be reduced by an amount that bears the same ratio to the rent specified in Article 2 of this Lease as the square footage floor space of the portion of said premise taken under the power of eminent domain bears to the total square footage floor space of the Premises as of the date of this Lease; and

(c)Lessor, at Lessor’s own cost and expense, will remodel and reconstruct the building remaining on the portion of the Premises not taken by eminent domain into a single efficient architectural unit as soon after the date of taking, or before, as can be reasonably done; provided, however, that the rent specified in this Lease shall not be abated or reduced, except as provided in subparagraph (b) of this section, during such remodeling and reconstruction.

Condemnation Award

Section 7.09.Should, during the term of this Lease or any renewal or extension thereof, title and possession of all or any portion of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, the portion of the compensation or damages for the taking awarded to each of the parties to this Lease, Lessor and Lessee, shall belong to and be the sole property of the party Lessor or Lessee, to whom it is awarded.  Lessee shall be entitled to that portion of the compensation or damages awarded for the eminent domain taking that represents (i) reasonable value of Lessee’s rights under this Lease for the unexpired term of this Lease and (ii) the cost or loss sustained by Lessee because of the removal of Lessee’s trade fixtures, equipment and furnishings from the portion of the Premises taken by eminent domain.

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Arbitration of Condemnation Award

Section 7.10.Should separate awards not be made to Lessor and Lessee for the taking by eminent domain of all or any portion of the Premises, and should Lessor and Lessee be unable to agree on the manner the total award is to be divided between them pursuant to Section 7.09 of this Lease, the proper division of the award between Lessor and Lessee shall be settled by arbitration as provided in Section 9.03.

Lessee’s Waiver

Section 7.11.Lessee agrees that its rights to terminate this Lease due to partial condemnation are governed by this Section.  Lessee waives all rights it may have under California Code of Civil Procedure section 1265.13, or otherwise, to terminate this Lease based on a partial condemnation.

ARTICLE 8.  DEFAULT, ASSIGNMENT, AND TERMINATION

Subleasing or Assigning as Breach

Section 8.01.Lessee shall not encumber, assign, or otherwise transfer this Lease, any right or interest in this Lease, or any right or interest in the Premises or any of the improvements that may now or hereafter be constructed or installed on the Premises without the express written consent of Lessor first had and obtained.  Neither shall Lessee sublet the Premises or any part thereof or allow any other person, other than Lessee’s patrons, agents, servants, and employees, to occupy the Premises or any part thereof without the prior written consent of Lessor.  The consent of Lessor to any assignment of Lessee’s interest in this Lease or the subletting by Lessee of the Premises or parts of the Premises shall not be unreasonably withheld.  A consent by Lessor to one assignment, one subletting, or one occupation of the Premises by another person shall not be deemed to be a consent to any subsequent assignment, subletting, or occupation of the Premises by another person.  Any encumbrance, assignment, transfer, or subletting without the prior written consent of Lessor, whether it be voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of Lessor, terminate this Lease.  Notwithstanding the above, Lessee may assign or sublease the Premises, or portions thereof, to a subsidiary, affiliate or parent of Lessee.  Such permitted assignment shall not relieve Lessee or any person who has personally guaranteed Lessee’s performance of this Lease from any liability under this Lease or any such guarantee.

Lessee’s Default

Section 8.02.The occurrence of any one or more of the following events shall constitute a default under this Lease by Lessee:

(a)Non-curable Defaults:  (i)  The vacation or abandonment of any substantial portion of the Premises by Lessee for a period of five (5) business days or longer,

(ii)Any involuntary transfer of Lessee’s interest in this Lease or any voluntary transfer, attempted or actual, of Lessee’s interest in this Lease, without Lessor’s prior written consent, in violation of Section 8.01;

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(iii)If the leasehold interest of Lessee is levied upon under execution or is attached by process of law and said levy or attachment is not promptly released;

(iv)If:  (1)  all or substantially all of the Lessee’s assets are placed in the hands of a receiver or trustee, and such receivership or trusteeship continues for a period of sixty (60) days, or

(2)if Lessee makes an assignment for the benefit of creditors or is adjudicated a bankrupt, or

(3)if Lessee institutes any proceedings under any provision of the Bankruptcy Code or under any other act relating to the subject of bankruptcy wherein Lessee seeks to be adjudicated a bankrupt, be discharged of its debts, or effect a plan of liquidation, composition, arrangement or reorganization, or

(4)if any involuntary proceeding is filed against Lessee under any such bankruptcy laws and Lessee consents thereto or acquiesces therein by pleading or default,

then any such act shall be deemed a breach of this Lease, and neither this Lease nor any interest in and to the Premises shall become an asset in any of such proceedings and, in any such event, and in addition to any and all rights or remedies of Lessor hereunder or provided by law, this Lease shall terminate automatically as of the date on which any one or more of the above-described occurrences takes place.  In such event, it shall be lawful for Lessor to re-enter the Premises and take possession thereof and remove all persons and all of Lessee’s personal property, fixtures, equipment, alterations, improvements and utility installations therefrom, and Lessee shall have no further claim to the Premises or under this Lease.  Nothing contained herein shall limit or prejudice the right of Lessor to recover damages by reason of any such termination equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount is greater, equal to, or less than the amount of damages recoverable under the provisions of this Article.  However, the foregoing provisions in this Article shall be subject to the Bankruptcy Code, as heretofore and hereafter amended.

(b)Curable Defaults:  (i)  The failure by Lessee to make any payment of Basic Rent, Additional Rent or any other payment required to be made by Lessee hereunder as and when due and which shall continue for a period of ten (10) business days after written notice thereof from Lessor to Lessee; provided however, any such notice shall be in lieu of, and not in addition to, any notice required under the California Code of Civil Procedure or any other law, regulation or ordinance; or

(ii)The failure by Lessee to observe or perform any non-monetary covenants, conditions or provisions of this lease to be observed or performed by Lessee, Other than the aforementioned non-curable defaults, within thirty (30) days after Lessee has been given written notice of such failure.  Notwithstanding the foregoing, if Lessee cannot reasonably cure such default within thirty (30) days, Lessee shall not be in default hereunder so long as Lessee commences to cure the default within such thirty (30) day period and thereafter diligently and in good faith pursues such cure to completion.

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Lessors Default

Section 8.03.(a)  Lessor shall be in default if it fails or refuses to perform any provision of this Lease that it is obligated to perform and such failure continues for thirty (30) days after written notice thereof from Lessee detailing such failure.  Notwithstanding the foregoing, if Lessor cannot reasonably cure such default within thirty (30) days, Lessor shall not be in default hereunder so long as Lessor commences to cure the default within such thirty (30) day period and thereafter diligently and in good faith pursues such cure to completion.

(b)If Lessor is in default hereunder, and as a consequence Lessee recovers a money judgment against Lessor, such judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Lessor in the Premises, and out of rent or other income from such real property receivable by Lessor or out of the consideration received by Lessor from the sale or other disposition of all or any part of Lessor’s right, title, and interest in the Premises.  Neither Lessor, nor any partner, agent, officer, director or employee of Lessor shall be personally liable for any portion of such a judgment.

Abandonment

Section 8.04.If Lessee vacates or abandons the Premises, this Lease shall continue in effect unless and until expressly terminated by Lessor, and Lessor shall have all of the remedies provided by this Lease or by law, including without limitation, the right to maintain Lessee’s right to possession and to recover Rent as it becomes due hereunder.  Lessor shall not be deemed to have terminated this Lease other than by written notice of termination from Lessor.  At any time subsequent to vacation or abandonment of the Premises by Lessee, Lessor may give notice of termination and shall thereafter have all of the rights hereinafter set forth.

Termination

Section 8.05.Following the occurrence of any default, Lessor shall have the right, so long as the default continues, to terminate this Lease by written notice to Lessee setting forth:  (a) the default; (b) the requirements to cure it; and (c) a demand for possession, which shall be effective in accordance with the notice provisions specified in Section 9.04.

Possession

Section 8.06.Following termination under Section 8.05, without prejudice to any other remedies Lessor may have by reason of Lessee’s default or of such termination, Lessor may then or at any time thereafter, (a) peaceably re-enter the Premises, or any part thereof, upon voluntary surrender by Lessee, or expel or remove Lessee therefrom and any other persons occupying them, using such legal proceedings as are then available; (b) repossess and enjoy the Premises, or relet the Premises or any part thereof for such term or terms, which may be for a term extending beyond the Term, at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion shall determine, with the right to make reasonable alterations and repairs to the Premises; and (c) remove all personal property therefrom.  Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future law in the event of Lessee’s being evicted or dispossessed for any cause, or in the event of Lessor’s obtaining

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possession of the Premises, or by reason of the violation by Lessee of any of the items, covenants or conditions, of this Lease, or otherwise.

Recovery

Section 8.07.Following termination under Section 8.05, Lessor shall have all the rights and remedies of a Lessor provided by Section 1951.2 of the California Civil Code.  The amount of damages which Lessor may recover following termination shall include:  (a) the worth at the time of the award of the unpaid Rent which had been earned at the time of termination; (b) the worth at the time of the award of the amount by which the unpaid Rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (c) the worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of rental loss Lessee proves could be reasonably avoided; and (d) any other amount necessary to compensate Lessor for all detriment proximately caused by Lessee’s failure to perform its obligations under this Lease.  The “worth at the time of the award” of the amounts referred to in (a) and (b) above shall be computed by allowing interest at the maximum rate permitted by law.  The “worth at the time of the award” of the amount referred to in (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one (1%) percent.

Additional Remedies

Section 8.08.In addition to the foregoing remedies, Lessor shall, so long as this Lease is not terminated, have the right to remedy any default of Lessee, to maintain or improve the Premises without terminating this Lease, to incur expenses on behalf of Lessee in seeking a new sublessee, or to cause a receiver to be appointed to administer the Premises and new or existing subleases, and to add to the Rent payable hereunder all of Lessor’s reasonable costs in so doing, with interest at the maximum rate permitted by law.

Other

Section 8.09.If Lessee causes or threatens to cause a breach of any of the covenants, agreements, terms or conditions contained in this Lease, Lessor shall be entitled to retain all sums held by Lessor, by any trustee or in any account provided for herein, to enjoin such breach or threatened breach, and to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings and other remedies were not provided for in this Lease.

Cumulative

Section 8.10.Each right and remedy of Lessor provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease, or now or hereafter existing at law or in equity or by statute or otherwise, and shall not preclude the simultaneous or later exercise by Lessor of any or all other rights or remedies provided for in this Lease or now or hereafter existing in law or in equity or by statute or otherwise.

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No Waiver

Section 8.11.No failure by Lessor or Lessee to insist upon the strict performance of any term hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach shall constitute a waiver of any such breach or of any such term.  Efforts by Lessor to mitigate the damages caused by Lessee’s breach of this Lease shall not be construed to be a waiver of Lessor’s right to recover damages under this Article.  Nothing in this Article affects the right of Lessor to indemnification by Lessee for liability arising prior to the termination of this Lease for personal injuries or property damage.

Written Action

Section 8.12.No act or thing done by Lessor or its agents during the Term hereof shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the premises shall be valid unless made in writing and signed by Lessor.  Neither the reference in this Lease to any particular remedy nor the pursuit of any particular remedy shall preclude Lessor from any other remedy Lessor might have, either at law or in equity.

Replacement of Statutory Notice Requirements

Section 8.13.When this Lease requires service of a notice, that notice shall replace rather than supplement any equivalent or similar statutory notice, including any notices required by Code of Civil Procedure section 1161 or any similar or successor statute.  When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Lease) in the manner required by Section 9.04 shall replace and satisfy the statutory service-of-notice procedures, including those required by Code of Civil Procedure section 1162 or any similar or successor statute.

Continuation of Lease in Effect

Section 8.14.Lessor shall have the remedy described in Civil Code section 1951.4, which provides that, when a Lessee has the right to sublet or assign (subject only to reasonable limitations), the Lessor may continue the lease in effect after the Lessee’s breach and abandonment and recover Rent as it becomes due.  Accordingly, if Lessor does not elect to terminate this Lease on account of any default by Lessee, Lessor may enforce all of Lessor’s rights and remedies under this Lease, including the night to recover all Rent as it becomes due.

Efforts To Relet

Section 8.15.For purposes of this Article 8, Lessee’s right to possession shall not be considered to have been terminated by Lessors efforts to relet the Premises, by Lessor’s acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Lessor’s interests under this Lease.  This list is merely illustrative of acts that may be performed by Lessor without terminating Lessee’s right to possession.

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ARTICLE 9.  MISCELLANEOUS

Force Majeure - Unavoidable Delays

Section 9.01.Should the performance of any act required by this Lease to be performed by either Lessor or Lessee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability, not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused; provided, however, that nothing contained in this section shall excuse the prompt payment of rent or other sums by Lessee as required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the party, Lessor or Lessee, required to perform the act.

Attorney’s Fees

Section 9.02.(a)  Should any litigation be commenced between the parties to this Lease concerning the Premises, this Lease, or the rights and duties of either in relation thereto, the party, Lessor or Lessee, prevailing in such litigation shall be entitled, in addition to such other relief as may be granted in the litigation, to a reasonable sum as and for his attorney’s fees in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose.

(b)If Lessor is made a party defendant to any litigation concerning this Lease or the leased Premises or the occupancy thereof by Lessee, then Lessee shall hold Lessor harmless from all liability by reason of said litigation, including reasonable attorney’s fees and expenses incurred by Lessor in any such litigation, whether or not any such litigation is prosecuted to judgment, provided however, it is agreed between Lessor and Lessee that if the litigation referred to in this Section arises out of no act, fault, or negligence of the Lessee, there shall be no obligation on the part of Lessee to hold harmless the Lessor from said litigation.

(c)If Lessee breaches any term of this Lease, Lessor may employ an attorney or attorneys to protect Lessor’s rights hereunder, and in the event of such employment following any breach by Lessee, Lessee shall pay Lessor reasonable attorney’s fees and expenses incurred by Lessor, whether or not an action is actually commenced against Lessee by reason of said breach.

Arbitration of Disputes

Section 9.03.IF ANY DISPUTE ARISES BETWEEN LESSOR AND LESSEE CONCERNING THE PREMISES, ANY PROVISION OF THIS LEASE OR THE RIGHTS AND DUTIES OF EITHER IN REGARD THERETO, THE DISPUTE SHALL BE SETTLED BY ARBITRATION AS PROVIDED IN THIS SECTION.  EACH PARTY SHALL APPOINT AN ARBITRATOR AND GIVE THE OTHER PARTY WRITTEN NOTICE OF THE NAME AND ADDRESS OF ARBITRATOR WITHIN FIVE (5) DAYS AFTER WRITTEN DEMAND TO DO SO HAS BEEN SERVED ON THE PARTY MAKING THE APPOINTMENT BY THE OTHER PARTY TO THIS LEASE.  THE TWO APPOINTED ARBITRATORS, SHALL WITHIN TEN (10) DAYS AFTER THEIR

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APPOINTMENT, APPOINT A THIRD ARBITRATOR.  THE WRITTEN DECISION OF ANY TWO OF THE THREE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE ON BOTH PARTIES TO THIS LEASE.  THE ARBITRATORS MAY APPORTION THE COSTS AND EXPENSES OF THE ARBITRATION PROCEEDING, INCLUDING ATTORNEY’S FEES AND ARBITRATION FEES, BETWEEN THE PARTIES TO THIS AGREEMENT IN ANY MANNER DEEMED REASONABLE BY TWO OF THE THREE ARBITRATORS.  THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.

NOTICE:  BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION ABOVE DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MAY HAVE TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.  BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION.  IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.  YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION.

LESSOR’S INITIALS: /s/ LESSEE’S INITIALS: /s/

Notices

Section 9.04.All notices to be given to Lessee shall be given in writing personally or by depositing the same in the United States mail, postage prepaid, and addressed to Lessee at the Premises, whether or not Lessee has departed from, abandoned or vacated the Premises.  All notices to be given to Lessor shall be given in writing personally or by depositing the same in the United States mail, postage prepaid, and addressed to the Lessor at 316 South Stratford Avenue, Santa Maria, CA, 93454, or such other place or places as may be designated from time to time by Lessor.

No Merger

Section 9.05.The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate any existing subleases or subtenancies or may, at the option of Lessor, operate as an assignment to it of any of such subleases or subtenancies.

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Binding on Heirs and Successors

Section 9.06.This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, Lessor and Lessee, but nothing in this section contained shall be construed as a consent by Lessor to any assignment of this Lease or any interest therein by Lessee except as provided in Article 8 of this Lease.

Partial Invalidity

Section 9.07.Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding.

Sole and Only Agreement

Section 9.08.This instrument constitutes the sole and only agreement between Lessor and Lessee respecting the Premises, the leasing of the Premises to Lessee, or the lease term herein specified, and correctly sets for the obligations of Lessor and Lessee to each other as of its date.  Any agreements or representations respecting the Premises or their leasing by Lessor to Lessee not expressly set forth in this instrument are null and void.

Waiver

Section 9.09.The waiver by Lessor of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition herein contained.  The subsequent acceptance of rent hereunder by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant or condition of this Lease other than the failure of the Lessee to pay the particular rental so accepted, regardless of Lessor’s knowledge of such preceding breach at the time of the acceptance of such rent.

Subordination and Non-Disturbance

Section 9.10.(a)  This Lease is subject and subordinate to all mortgages and deeds of trust which may hereafter be placed and recorded on the property of which the Premises are a part and to all renewals, modifications, replacements, and extensions thereof.

(b)The subordination provided for above is conditioned on and subject to the following:

(i)For each mortgage or deed of trust, Lessor shall obtain from the mortgagee or beneficiary a non-disturbance agreement in writing that, in the event of foreclosure, or any sale thereunder, this Lease shall not be terminated and Lessee’s right to possession under this Lease shall not be disturbed, provided Lessee is not then in default under this Lease;

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(ii)In consideration of the mortgagee’s or beneficiary’s agreement not to disturb Lessee’s possession as above provided, Lessee hereby agrees to attorn to the purchaser at any foreclosure, sale or other action or proceeding.

(iii)The subordination described in this section shall be effective without the necessity of having any further instruments executed by Lessee, but Lessee agrees to execute on demand any such further instruments evidencing subordination that Lessor or any mortgagee or beneficiary may reasonably request.

Time of Essence

Section 9.11.Time is expressly declared to be the essence of this Lease.

Accord and Satisfaction

Section 9.12.No payment by Lessee or receipt by Lessor of a lesser amount than the monthly rent stipulated herein or any other sum due hereunder from Lessee to Lessor shall be deemed to be anything other than a payment on account of the earliest sum then due and owing to Lessor.  No endorsement or statement on any check of any letter accompanying any check or payment or payment of any sum(s) due from Lessee to Lessor hereunder shall be deemed to be an accord and satisfaction, and Lessor may accept and negotiate any such payment without prejudice to Lessor’s right to recover the balance of such rent or other sum or to pursue any other remedy provided for in this Lease or by law.

Right of First Refusal to Purchase Leased Premises

Section 9.13.(a)  If at any time during the term of this Lease Lessor receives from any third party a bona fide offer to purchase the Premises at a price and on terms acceptable to Lessor, Lessor shall give written notice of the offer to Lessee.  Within thirty (30) days after Lessor gives Lessee written notice of the third-party offer, Lessee shall have the right to purchase the Premises at the same price and on the same terms and conditions set forth in the third-party offer.  To exercise its right, Lessee must, within the same thirty (30) day period, deposit in escrow with any title company in Ventura County, California, all moneys and instruments required by the terms of the offer to be paid or delivered to Lessor on close of escrow and shall also give Lessor written notice of the deposit.  In the event Lessee fails to exercise the option to purchase in accordance with the provisions of this Section, Lessor may sell the Premises to the third party making the offer on the same terms and conditions set forth in that offer.  If for any reason the Premises are not sold to the party making the offer, Lessor shall give Lessee the same right to purchase the Premises on receiving any subsequent offer from any third party that is acceptable to Lessor.

(b)Lessee may not assign the rights granted under this section either separately or together with a transfer of Lessee’s leasehold interest, and any purported assignment shall be null and void.

(c)If this property is sold to any third party during the term of this Lease, then the provisions of this section shall thereafter be of no further force or effect.

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Bankruptcy

Section 9.14.Should a petition in bankruptcy be filed by the Lessee, or should Lessee, during the term hereof, become insolvent or make any assignment for the benefit of creditors, or be adjudicated bankrupt or insolvent by any Court, or should a receiver or trustee in bankruptcy be appointed over the business, property and assets of the Lessee, and the Premises herein lease, or take charge of the Premises herein demised, or should this lease, by operation of law, devolve upon or pass to any person or persons other than the Lessee, then upon any of such events, the Lessor may, at its option, re-enter and take possession of these Premises herein leased and remove all persons therefrom and terminate the Lease.

Estoppel Certificate

Section 9.15.Within ten (10) days following any written request which Lessor may make from time to time, Lessee shall execute, acknowledge and deliver to Lessor a statement certifying:  (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect, or, if there have been modifications hereto, that this Lease is in full force and effect, and stating the date and nature of such modifications; (c) the date to which the Rent and other sums payable under this Lease have been paid; (d) that there are no current defaults under this Lease by either Lessor or Lessee except as specified in Lessee’s statement; and (e) any other information Lessor may reasonably require.  Lessor and Lessee intend that any statement delivered pursuant to this Section may be relied upon by any encumbrancer, ground Lessee, beneficiary, purchaser or prospective purchaser of the Property or any interest therein, as well as any of their assigns.

Transfer Of Lessor’s Interest

Section 9.16.Lessor has the right to transfer all or part of its interest in the Building and Real Property and in this Lease.  On such a transfer, Lessor shall automatically be released from all liability accruing under this Lease, and Lessee shall look solely to that transferee for the performance of Lessor’s obligations under this Lease after the date of transfer.  Lessor may assign its interest in this Lease to a mortgage lender as additional security.  This assignment shall not release Lessor from its obligations under this Lease, and Lessee shall continue to look to Lessor for the performance of its obligations under this Lease.

Liability Of The Lessor

Section 9.17.Except as otherwise provided in this Lease or applicable law, for any breach of this Lease the liability of Lessor (including all persons and entities that comprise Lessor, and any successor Lessor) and any recourse by Lessee against Lessor shall be limited to the interest of Lessor and Lessor’s successors in interest in and to the Building and Real Property.  On behalf of itself and all persons claiming by, through, or under Lessee, Lessee expressly waives and releases Lessor from any personal liability for breach of this Lease.

Executed on the day and date first above written at Ventura, California.

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LESSEE:

COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC.
a California Corporation

by:	/s/ Thomas D. Fogel, M.D.
	THOMAS D. FOGEL, M.D., President
by:	/s/ Jonathan R. Stella, M.D.
	JONATHAN R. STELLA, M.D., Secretary

LESSOR:

VENTURA BUILDING PARTNERSHIP
a California general partnership

by:	/s/ Thomas D. Fogel, M.D.
	THOMAS D. FOGEL, M.D., Managing Partner

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EXHIBIT A

PARCEL 1:

AN UNDIVIDED INTEREST IN AND TO LOTS 61 AND 62 HELENE PARK TRACT, IN THE CITY OF SAN BUENAVENTURA, ACCORDING TO THE MAP THEREOF RECORDED IN BOOK 1.5, PAGE 48 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

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EX-10.41

Exhibit 10.41

LEASE AGREEMENT

BY THIS LEASE dated February 1, 2001, SANTA MARIA BUILDING PARTNERSHIP, a California general partnership, herein called “Lessor,” leases to COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation, herein called “Lessee,” that certain real property, herein called “the Premises,” in the City of Santa Maria, County of Santa Barbara, State of California, commonly known as 316 South Stratford Avenue, Santa Maria, California, and more particularly described in Exhibit A, attached hereto.

ARTICLE 1.  TERM OF LEASE

Original Term

Section 1.01.This Lease shall be for a term of fifteen (15) years, commencing on February 1, 2001, and ending on January 31, 2016.

Extended Term

Section 1.02.Should Lessee perform all the terms and conditions of this Lease and provided Lessee is not then in default under the terms of this Lease, Lessee may extend this Lease for two (2) additional, separate terms of ten (10) years each, commencing on expiration of the preceding term, by giving Lessor written notice of Lessee’s desire to extend the term hereof not less than one hundred eighty (180) days prior to expiration of the preceding term. This option to extend the term of this Lease is personal to Lessee and may not be transferred by Lessee without Lessor’s prior written consent.

Hold Over

Section 1.03.Should Lessee hold over and continue in possession of the Premises after expiration of the term of this Lease or any extension thereof, Lessee’s continued occupancy of the Premises shall be considered a month-to-month tenancy subject to all the terms and conditions of this Lease, except that the base rent shall be in an amount equal to 100% of the last monthly rent. If Lessee fails to surrender the Premises upon the expiration of this Lease, Lessee shall indemnify and hold Lessor harmless from all loss or liability, including without limitation, any claims made by any succeeding tenant founded on or resulting from such failure to surrender.

ARTICLE 2.  RENT

Base Rent

Section 2.01.For the first year of the term hereof, Lessee agrees to pay to Lessor a fixed rental for the use and occupancy of the Premises of Twenty Two Thousand Four Hundred Thirty Three Dollars ($22,433.00) per month, payable on the first (1st) day of each and every calendar month commencing on February 1, 2001, at

316 S. Stratford Avenue, Santa Maria, CA 93454, or at such other place or places as Lessor may from time to time designate by written notice delivered to Lessee.

Rent Adjustment

Section 2.02.The Base Rent provided for in Section 2.01 above shall be increased by three percent (3%) one year after the commencement of the term hereof and annually thereafter on the same date each calendar year.

Base Rent for Extension Terms

(a)In the event Lessee timely exercises its option to extend the lease term under Section 1.02 above, then within fifteen (15) days of Lessee’s written notice to Lesior of Lessee’s exercise of such option, Lessor and Lessee shall meet to establish the Base Rent for the first year of the Extension Term (“Rent Meeting”). The Base Rent per square foot of leaseable area in the Premises for the first year of each extension term shall be the fair market rental value of the Premises, determined in accordance with the following formula:

Vault Sq. Ft. X (Market Rent x 2.67) + Medical Sq. Ft X (Market Rent)
(divided by) total leaseable square footage

= Base Rent per square foot

As used in the above formula, “Vault Sq. Ft.” means the total square footage of the treatment vaults, other than any treatment vaults added at the Lessee’s cost and expense. “Market Rent” is the current fair market rent per square foot for medical office space in the City of Santa Maria, California on a triple net basis. This space will be leased (not subleased) and will be comparable in size, location and quality to the Premises. “Medical Sq. Ft” refers to all leaseable space in the Premises other than Vault Sq. Ft. “Total leaseable square footage” shall be the total leaseable square footage in the Premises determined by survey.

In the event that the parties cannot agree on the Market Rent for the first year of an extension term, then within ten (10) days after the Rent Meeting, Lessor and Lessee shall each specify in writing to the other party its determination of such Market Rent Rate. If either party fails to submit its written determination in accordance with this Section, the Base Rent for the extension term shall be the determination submitted by the other party.

(b)Within ten (10) days after the parties have exchanged written determinations, Lessor and Lessee shall mutually select three commercial realtors within the City of Santa Maria to determine the Market. Rent. Each such realtor shall (i) be disinterested; (ii) be qualified to determine the fair market rental rates for real estate similar to the Premises; and (iii) have been actively engaged in the leasing of comparable medical space in the City of Santa Maria for a period of not less than five (5) continuous years immediately preceding his or her appointment. If Lessor and Lessee are unable to mutually select three such commercial realtors, then either party,

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on behalf of both, may request such appointment by the President of the local chapter of the California Realtors Association. If such Association is not then in existence, either party, on behalf of both, may request such appointment by the presiding judge of the Superior Court of the Judicial District in which the property is located. Each such realtor shall submit their respective determinations of Market Rent for the area in writing to both parties and shall provide the basis for such determination.

(c)The average of the three written determinations of Market Rent prepared by the realtors so selected shall be utilized to determine the Base Rent of the Premises for the initial year of the extension term. The costs of the three realtors’ services shall be shared equally by the parties. The decision of the realtors shall be binding upon the Lessor and Lessee.

(d)In the event that the parties have not agreed on the Market Rent or the realtors have not been selected and the Market Rent determined before the commencement of the extension term, Lessee shall continue to pay the same lease rate in effect at the end of the lease year immediately preceding the commencement of the extension term. Lessee shall pay such sum as Base Rent until the initial Base Rent for the extension term is determined, at which time Lessee shall promptly pay Lessor any additional rent due by reason of any increase in the Base Rent during the extension term over the Base Rent previously paid by Lessee. If the Base Rent actually paid by Lessee during this period is ultimately determined to be more than the revised Base Rent as finally determined as above provided, any such over payment shall constitute a credit against the revised Base Rent, and that credit shall be applied to the following month or months until such credit is exhausted.

(e)The Base Rent as above determined shall be subject to increase at the end of the first lease year of the extension term in the same manner as provided in Section 2.02 above.

Taxes, Utilities and Operating Expenses as Additional Rent

Section 2.03.In addition to the rent specified in Sections 2.01 and 2.02 above, Lessee shall pay, as additional rent, all Utilities, Insurance, Personal and Real Property Taxes and Operating Expenses directly to the vendor or creditor for such items, or otherwise as set forth in this Section 2.03. If Lessee fails to pay any such amount, Lessor may in its sole discretion, advance monies to pay such items, and demand reimbursement in full from Lessee (referred to as “additional rent” herein), including without limitation any cost, expense, assessment or charge, as well as interest as provided in this Lease.

Utilities

(a)Lessee shall pay, and hold Lessor and the property of Lessor including the Premises, free and harmless from, all charges for the furnishing of gas, water, sewer, electricity, telephone service, garbage and trash removal and other public utilities during the entire term of this Lease or any extension thereof. All such charges shall be paid by

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Lessee directly to the provider of the service and shall be paid as they become due and payable but in any event before delinquency.

Lessee agrees that Lessor shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services) or for diminution in the quality or quantity of any service when the failure, delay, or diminution is entirely or partially caused by:

(i)Breakage repairs, replacements, or improvements;

(ii)Strike, lockout, or other labor trouble;

(iii)Inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort to do so;

(iv)Accident or casualty;

(v)Act or default of Lessee or other parties; or

(vi)Any other cause beyond Lessor’s reasonable control.

Such failure, delay, or diminution shall not be considered to constitute an eviction or a disturbance of Lessee’s use and possession of the Premises or relieve Lessee from paying rent or performing any of its obligations under this Lease. Lessor shall not be liable under any circumstances for a loss of or injury to property or for injury to or interference with Lessee’s business, including loss of profits through, in connection with, or incidental to a failure to furnish any of the utilities or services under this Section 2.03. Lessor may comply with mandatory or voluntary controls or guidelines promulgated by any government entity relating to the use or conservation of energy, water, gas, light, or electricity or the reduction of automobile or other emissions without creating any liability of Lessor to Lessee under this Lease as long as compliance with voluntary controls or guidelines does not materially and unreasonably interfere with Lessee’s use of the Premises.

Personal Property Taxes

(b)Lessee shall pay before they become delinquent all taxes, assessments and other charges levied or imposed by any governmental entity on the furniture, trade fixtures, equipment and other personal property placed by Lessee in, on or about the Premises.

Real Property Taxes

(c)Lessee shall pay all real property taxes and general and special assessments on the Premises, including any increases in such taxes and assessments, before they become delinquent.

The real property taxes and assessments levied against the Premises for the first and last years of the term hereof shall be prorated between Lessor and Lessee for

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purposes of this section as of 12:01 A.M. on the date of commencement and termination respectively of this Lease.

Lessee shall have the right, at Lessee’s sole cost and expense, to protest or contest in good faith the amount of any tax or assessment. As a condition precedent to Lessee’s right to protest such taxes or assessments, Lessee shall either pay the disputed amount and file for refund or deposit with Lessor the disputed amount plus one (1) years interest at the rate then charged by said county plus any estimated penalty which Lessor may incur by non-payment. Upon such payment or deposit, Lessor shall cooperate with Lessee in prosecuting such dispute.

Operating Expenses

(d)Lessee shall pay all Operating Expenses attributable to the occupation and use of the Premises.

The term “Operating Expenses” as used in this Lease shall mean all expenses, costs and fees attributable to Lessee’s use and occupancy of the Premises under this Lease, including but not limited to:

(i)Miscellaneous operating costs, maintenance, security services, replacement for normal wear and tear, repair, re-striping and resurfacing of paving, insurance (including public liability and property damage, rent continuation, boiler and machinery and extended coverage insurance), and cleaning of the Premises and all parts thereof and all furnishings, fixtures and equipment therein. The term “Operating Expenses” shall include the annual amortization of costs (including financing at the then prevailing rate, if any) of any improvements, equipment, or devices required by any governmental authority or incurred as a labor saving measure or to reduce operation or maintenance expenses with respect to the Premises where such costs are amortized over the useful life thereof.

(ii)Operating Expenses shall also include licenses, permits, charges and assessments which are levied, assessed, imposed or collected by any governmental authority or improvement or assessment district during any calendar year with respect to the Premises and Lessee’s use and occupancy of the Premises and the land on which the premises are located, and any improvements, fixtures, equipment and other property of Lessor, real or personal, used in connection with the operation or maintenance of the Premises (computed on a cash basis or as if paid in permitted installments regardless of whether actually so paid), as well as any tax which shall be levied or assessed in addition to or in lieu of any tax described in Sections 2.03 (b) or (c) above (it being acknowledged that because of the passage of laws which limit increases in property taxes, government agencies may impose fees, charges, assessments or other levies in connection with services previously furnished without charge or at a lesser charge and which were previously paid for in whole or in part, directly or indirectly by real property taxes), any gross excise tax or other similar tax, and any costs or expenses of contesting any such taxes, licenses, charges or assessments, but excluding any federal or state income or gift tax or any franchise, capital stock, estate or Inheritance taxes.

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Late Charges

Section 2.04.If any installment of rent or other payment required to be paid by Lessee to Lessor is not paid within ten (10) days of the date on which it is due, a late charge equal to five percent (5%) of the late payment shall be due from Lessee to Lessor to compensate Lessor for the additional administrative work caused by such default and to compensate Lessor for the loss of use of such defaulted payment. The late charge herein shall be in addition to any other remedy which Lessor may have hereunder for such default.

Interest on Late Payments

Section 2.05.If any payment required to be paid by Lessee to Lessor is not paid within ten (10) days of the date on which it is due, such payment shall bear interest at the maximum rate permitted by law from the date it became due until it is paid by Lessee to Lessor.

ARTICLE 3.  USE OF PREMISES

Permitted Use

Section 3.01.The Premises shall, during the term of this Lease and any extensions thereof, be used for conducting a medical and radiation oncology business, for related activities and for no other purpose without the prior written consent of Lessor.

Insurance Hazards

Section 3.02.Lessee shall not commit or permit the commission of any acts on the Premises nor use or permit the use of the Premises in any manner that will increase the existing rates for or cause the cancellation of any fire, liability, or other insurance policy insuring the Premises or the improvements on the Premises.

Waste or Nuisance

Section 3.03.Lessee shall not commit or permit the commission by others of any waste on the Premises; Lessee shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 of the California Civil Code on the Premises; and Lessee shall not use or permit the use of the Premises for any unlawful purpose.

Hazardous Materials

Section 3.04.Lessee warrants and represents that during the term hereof, and any extensions thereof, Lessee shall not use the Premises in any manner that would be in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on, under or about the Premises, including but not limited to soil and groundwater conditions. Lessee shall not use, generate, manufacture, produce, store or dispose of on, under or about the Premises any hazardous materials, including without limitation, flammable materials, explosives, asbestos, radioactive materials,

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hazardous wastes, toxic substances or related injurious materials, whether injurious by themselves or in combination with other materials, other than such materials as may be necessary for Lessee’s normal operations on the Premises. Lessee shall not dispose of or permit the disposal of any hazardous materials into the sewer system serving the Premises.

As used in this Section 3.04, the term “Hazardous Material” shall mean any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any local gov6rnment authority having jurisdiction over the Building. Hazardous Material includes:

(a)Any “hazardous substance,” as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601-9675);

(b)“Hazardous waste,” as that term is defined in the Resource Conservation and Recovery. Act of 1976 (RCRA) (42 United States Code sections 6901-6992k);

(c)Any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect);

(d)Petroleum products;

(e)Radioactive material, including any source, special nuclear, or byproduct material as defined in 42 United States Code sections 2011-2297g-4;

(f)Asbestos in any form or condition; and

(g)Polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs.

If, during the Lease Term (including any extensions), Lessee becomes aware of (i) any actual or threatened release of any Hazardous Material on, under, or about the Premises or the Building or (ii) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material on, under, or about the Premises or the Building, Lessee shall give Lessor written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to Lessor copies of any claims, notices of violation, reports, or other writings received by Lessee that concern the release or investigation.

Lessee shall, at Lessee’s sole expense and with counsel reasonably acceptable to Lessor, indemnify, defend, and hold harmless Lessor and Lessor’s shareholders, directors, officers, employees, partners, affiliates, agents, successors, and assigns with respect to all losses arising out of or resulting from the release of any Hazardous

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Material in or about the Premises or the Building, or the violation of any Environmental Law, by Lessee or Lessee’s agents, assignees, sublessees, contractors, or invitees. This indemnification applies whether or not the concentrations of any such Hazardous Material is material, the concentrations exceed state or federal maximum contaminant or action levels, or any governmental agency has issued a cleanup order. This indemnification includes:

(1)Losses attributable to diminution in the value of the Premises or the Building;

(2)Loss or restriction of use of rentable space in the Building;

(3)Adverse effect on the marketing of any space in the Building; and

(4)All other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, orders, or judgements), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release or violation.

This indemnification shall survive the expiration or termination of this Lease.

If the presence of any Hazardous Material brought onto the Premises or the Building by Lessee or Lessee’s employees, agents, contractors, or invitees results in contamination of the Building, Lessee shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Lessee’s sole expense, to return the Premises or the Building to the condition that existed before the introduction of such Hazardous Material. Lessee shall first obtain Lessor’s approval of the proposed removal or remedial action. This provision does not limit the indemnification obligation set forth in Section 3.04.

Compliance With Law

Section 3.05.Lessee shall at Lessee’s own cost and expense comply with all statues, ordinances, regulations, existing use permits and requirements of all governmental entities, both federal and state and county or municipal, relating to Lessee’s use and occupancy of the Premises whether such statutes, ordinances, regulations, and requirements be now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by Lessee in a proceeding brought against Lessee by any government entity, that Lessee has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Lessor and Lessee and shall be grounds for termination of this Lease by Lessor. Lessor agrees that any requirements of the Municipal, State, or Federal authorities which require alteration of Lessor’s building shall not be the responsibility of Lessee, unless required because of an act of Lessee or a use of the Premises by Lessee.

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ARTICLE 4.  ALTERATIONS AND REPAIRS

Maintenance

Section 4.01.         Lessee shall at his own cost and expense keep and maintain all portions of the Premises as well as all improvements on the Premises and all facilities appurtenant to the Premises, including but not limited to electrical, plumbing, heating and air conditioning, sewage systems, roof and outer walls in good order and repair and in as safe and dean a condition as they were when received by Lessee from Lessor, reasonable wear and tear excepted.

Should Lessee fail to maintain the Premises as set forth above, Lessor may, at Lessor’s option, perform or contract for the performance of such maintenance for and on behalf of Lessee. In such event, Lessee shall promptly on written demand of Lessor reimburse Lessor for all cost and expense incurred by Lessor in performing Lessee’s obligations hereunder plus interest at the maximum rate permitted by law from the date expended by Lessor to the date of repayment by Lessee.

Alterations and Liens

Section 4.02.         Lessor and Lessee agree that from time to time during the term of this Lease, Lessee may desire alterations, changes and additions in and to the interior of the Premises and to the Building that are necessary or convenient to the operation of its business at the Premises.

Non-structural Changes

(a)           Lessee may, at its own expense, make nonstructural changes to the interior of the Premises (eg. revisions to interior decor, carpeting, painting, wall covering, etc.) provided that the value of the Premises shall not be diminished thereby. Further provided, that any non-structural changes exceeding $5,000 in total cost must first be approved by the Lessor prior to commencement of such changes.

Structural Changes

(b)           If Lessee desires either (i) interior changes to the Premises of a structural nature (eg. relocating interior walls); or (ii) changes to the facade or exterior walls or roof, or (iii) desires the addition of square footage to the Premises (i.e. addition of Medical square footage or Vault square footage) then Lessee shall submit detailed plans and specifications for any proposed alteration or improvement to the Premises for Lessor’s review and approval. The Lessor shall have the option to approve or deny the request for structural changes in writing within 30 (thirty) days of receipt of such request, in the reasonable discretion of the Lessor. The failure of the Lessor to disapprove or object to such plans and specifications or any substantial changes therein within said thirty (30) days, shall constitute Lessor’s disapproval of the same. Subsequent to such approval, minor changes in work or materials not affecting the general character of the improvements need not be approved by Lessor but a copy of the altered plans and specifications reflecting such changes must be promptly given to Lessor. If approved,

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the Lessor shall have the option to pay for the changes, or not, in its sole discretion. If the Lessor chooses to pay for the changes, then the parties shall meet immediately to negotiate an adjustment to the Base Rent to go into effect at the completion of the alterations. If the Lessor chooses not to pay for the alterations, the Lessee has the option to proceed with the alterations, in its sole discretion and at its expense, without paying any amount of rent for the added square footage for the remaining Original Term, only the expenses attributable to the additional space.

Supervision of Alterations

(c)           All structural changes to the Premises involving load bearing walls which require Lessor’s approval shall be made under the supervision of a licensed architect or licensed structural engineer in accordance with the detailed plans and specifications submitted to Lessor as above provided.

Notices of Non-Responsibility

(d)           Lessee shall provide Lessor with at least twenty (20) days written notice prior to commencing any alteration, addition or change to the Premises requiring Lessor’s approval and Lessor shall have the right to enter the Premises to post Notices of Non-Responsibility as provided by law.

Quality of Work; Ownership

(e)           All work with respect to any alteration, addition or change must be performed in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit, except during the period of work. Furthermore, any and all alterationt, additions, improvements, and fixtures, except furniture and trade fixtures, made or placed in or on the Premises by Lessee or any other person shall on expiration or sooner termination of this Lease become the property of Lessor and remain on the Premises; provided, however, that Lessor shall have the option on expiration or sooner termination of this Lease of requiring Lessee, at Lessee’s sole cost and expense, to remove any or all such alterations, additions, improvements, or fixtures from the Premises (excluding vaults). All such changes, alterations, and improvements shall be performed and completed strictly in accordance with the laws and ordinances relating thereto, and in such a manner as not to impede access to the Premises.

Lessee shall not be the cause or object of any liens or allow such liens to exist, attach to, be placed on, or encumber Lessor’s or Lessee’s interest in the Premises, Building, or Real Property by operation of law or otherwise. Lessee shall not suffer or permit any lien of mechanics, material suppliers, or others to be placed against the Premises, with respect to work or services performed or claimed to have been furnished to Lessee or the Premises. If any such lien attaches or Lessee receives notice of any such lien, Lessee shall cause the lien to be immediately released and removed of record. Despite any other provision of this Lease, if the lien is not released and removed within 10 (ten) days after Lessor delivers notice of the lien to Lessee, Lessor may immediately take all action necessary to release and remove the lien, without any duty

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to investigate the validity of it. All expenses (including reasonable attorney fees) incurred by Lessor in connection with the lien shall be considered additional rent under this Lease and be immediately due and payable by Lessee.

Additional Requirements

(f)            If Lessee pays for the changes, the following provisions shall apply to such changes:

(i)      The exterior of the improvements shall be compatible with the design and appearance of the Premises as it exists at the time of execution of this Lease.

(ii)     All work required in the construction of the structural changes, including any site preparation work, utility installations as well as actual construction shall be performed only pursuant to a contract entered into by Lessee with a competent general contractor and sub-contractors duly licensed as such under the Laws of the State of California, with proof of adequate liability and workers compensation insurance.

(iii)    The approval by Lessor of any plans and specifications under this paragraph refers only to the conformity of such plans and specifications to the general architectural plan for the Building. By approving such plans and specifications, Lessor assumes no liability or responsibility therefor and for any defect in any structure constructed from such plans or specifications.

Inspection by Lessor

Section 4.03.         Lessee shall permit Lessor or his agents to enter into and upon the Premises during business hours for the purpose of inspecting the same, or for the purpose of posting notices of non-responsibility for alterations, additions or repairs or for the purpose of placing upon the property in which the Premises are located any usual or ordinary “for sale” signs, without any rebate of rent and without any liability to Lessee for any loss of occupation or quiet enjoyment of the Premises thereby occasioned. Lessee shall permit Lessor, at any time within one hundred eighty (180) days prior to the expiration of this Lease, to place upon the Premises any usual or ordinary “to let” or “to lease” signs, provided that such entries made by Lessor hereunder shall not unreasonably interfere with the conduct of Lessee’s business.

Surrender of Premises

Section 4.04.         On expiration or sooner termination of this Lease, or any extensions or renewals of this Lease, Lessee shall promptly surrender and deliver the Premises to Lessor in as good condition as they are on at the date of possession, reasonable wear and tear excepted.

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ARTICLE 5.  INDEMNITY AND INSURANCE

Hold-Harmless Clause

Section 5.01.         To the fullest extent permitted by law, Lessee, on its behalf and on behalf of its successors and assignees, waives all claims (in law, equity, or otherwise) against Lessor, its officers, directors, principals, agents, successors, assignees and agent arising out of, knowingly and voluntarily assumes the risk of, and agrees that Lessor shall not be liable to Lessee for any of the following acts or failure to act set forth in paragraphs (a) to (c) below. Lessor shall not be liable under this clause regardless of whether the liability results from any active or passive act, error, omission, or negligence of any of the Lessor; or is based on claims in which liability without fault or strict liability is imposed or sought to be imposed on any of the Lessor. This exculpation clause shall not apply to claims against Lessor to the extent that a final judgment of a court of competent jurisdiction establishes that the injury, loss, damage, or destruction was proximately caused by Lessor’s fraud, willful injury to person or property, or violation of law.

(a)           The death or injury of any person or persons, including Lessee or any person who is an employee or agent of Lessee, or by reason of the damage to or destruction of any property, including property owned by Lessee or any person who is an employee or agent of Lessee, and caused or allegedly caused by either the condition of the Premises, or some act or omission of Lessee or of some agent, contractor, employee, servant, sublessee, or concessionaire of Lessee on the Premises;

(b)           Any work performed on the Premises or materials furnished to the Premises at the instance or request of Lessee or any agent or employee of Lessee;

(c)           Lessee’s failure to perform any provision of this Lease or to comply with any requirement imposed on Lessee or the leased Premises by any duly authorized governmental agency or political subdivision.

Liability Insurance

Section 5.02.         Lessee shall, at its own cost and expense, obtain and maintain during the entire term of this Lease and any renewals or extensions thereof, a broad form comprehensive coverage policy of public liability insurance issued by an insurance company or companies rated by Best as A+ or better and authorized to conduct insurance business in the State of California and insuring Lessee and Lessor against loss or liability caused by or connected with Lessee’s occupation and use of the Premises under this Lease in amounts not less than:

(a)           $1,000,000.00 combined single limit for injury to or death as a result of any accident or incident.

(b)           $2,000,000.00 for damage to or destruction of any property of others.

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Such public liability insurance, and property damage insurance shall insure performance by Lessee of the indemnity provisions of Section 5.01 above. Both parties shall be named as co-insured, and the policy shall contain cross liability endorsements, if available. The policy shall be primary insurance for all claims under it and provide that any insurance carried by Lessor is strictly excess, secondary, and noncontributing with any insurance carried by Lessee. Lessee may provide such insurance under a single policy or under one or more separate policies.

Every three (3) years, Lessor may increase the amount of public liability and property damage insurance coverage required hereunder, if at that time the existing coverage is not adequate in the opinion of Lessor’s insurance broker or lender(s).

Fire and Casualty Insurance

Section 5.03.         Lessee shall, at Lessee’s sole cost and expense, at all times during the term hereof, and any extensions thereof, keep all buildings, improvements and other structures on the Premises insured for their full replacement cost against loss or destruction by fire and the perils, including vandalism and malicious mischief, commonly covered under standard extended coverage endorsements in Santa Barbara County, California. Lessor shall be named as an additional insured on all such policies and the policies shall contain a cross-liability endorsement.

“Full replacement cost” as used herein shall mean the actual cost of replacement for the buildings and other improvements on the Premises, as determined from time to time by Lessor. Upon notification to Lessee in writing of Lessor’s determination of full replacement cost, Lessee shall, within thirty (30) days of such written notice, increase the amount of the insurance carried to the amount stated in the notice.

Business Interruption Insurance

Section 5.04.         Lessee shall, at all times during the term of this Lease and any extensions thereof, maintain at Lessee’s sole cost and expense a policy of business interruption insurance, ensuring the rent provided for in this Lease will be paid to Lessor for a period not less than one (1) year in the event the Premises are destroyed-or damaged so as to render operation of Lessee’s business impossible or impractical by any casualty insured against by standard fire and extended coverage insurance.

Lessee’s Personal Property

Section 5.05.         Lessee shall, at all times during the term of this Lease and any extensions thereof, maintain at Lessee’s sole cost and expense an insurance policy issued by a company acceptable to Lessor insuring for their full insurable value all furniture, fixtures, equipment and alterations or improvements made to the Premises by Lessee against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in Santa Barbara County. Any loss payable under such insurance shall be payable to Lessee and shall be used to repair or replace such furniture, fixtures, equipment and alterations and improvements.

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Cancellation Clause

Section 5.06.         Any policy of insurance required to be obtained and maintained by Lessee under this Article shall be written by insurance companies authorized to do business in the State of California. Each such policy of insurance shall expressly provide that it cannot be cancelled for any reason or altered in any manner unless at least thirty (30) days prior written notice has been given to Lessor by the insurance company.

Deposit of Insurance with Lessor

Section 5.07.         Lessee shall, prior to taking possession of the Premises and promptly thereafter when any such policy is replaced, rewritten, or renewed, deliver to Lessor a true and correct copy of each insurance policy required by this Article of this Lease or a certificate executed by the insurance company or companies or their authorized agent evidencing such policy or policies.

Lessor’s Right to Procure Insurance

Section 5.08.         If at any time Lessee fails to procure or maintain the insurance required by this Article, Lessor may obtain that insurance and pay the premiums on it for the benefit of Lessee. Any amounts paid by Lessor to procure or maintain insurance pursuant to this section shall be immediately due and repayable to Lessor by Lessee with the next then due installment of rent under this Lease. Failure to repay at that time any amount expended by Lessor shall be considered the same as a failure to pay rent and a default by Lessee under this Lease.

Lessor’s Indemnity

5.09.       Lessor expressly agrees to indemnify, protect, defend and hold Lessee harmless from all claims arising from any breach or default in the performance of any obligation to be performed by Lessor under the terms of this Lease and from and against all costs, loss, damage, legal expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. Notwithstanding anything to the contrary herein, any claim for indemnity brought by the Lessee under this provision shall be limited to Lessor’s interest in the Premises, and Lessee shall not have recourse to any other assets of Lessor or to the assets of any partner of Lessor for such claim.

ARTICLE 6.  SIGNS AND TRADE FIXTURES

Installation and Removal of Trade Fixtures

Section 6.01.         Lessee shall have the right at any time and from time to time during the term of this Lease and any renewal or extension of such term, at Lessee’s sole cost and expense, to install and affix in, to, or on the Premises such items, herein called “trade fixtures”, for use in Lessee’s trade or business as Lessee may, in its sole discretion, deem advisable. Any and all such trade fixtures that can be removed without structural damage to the Premises or any building or improvement on the Premises

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shall remain the property of the Lessee and may be removed by Lessee at any time or times prior to the expiration or sooner termination of this Lease.

Unremoved Trade Fixtures

Section 6.02.         Any trade fixtures described in this Article that are not removed from the Premises by Lessee within ten (10) days after the expiration or sooner termination, regardless of cause, of this Lease shall be deemed abandoned by Lessee and shall automatically become the property of Lessor as owner of the real property to which they are affixed, unless Lessor notifies Lessee, in writing, of Lessor’s election to have-Lessee remove such trade fixtures and to repair any damage caused thereby. Upon such election by Lessor to require Lessee to remove such trade fixtures, Lessee shall have fifteen (15) days from the date of such notice in which to remove such trade fixtures and repair any damage caused by such removal. If Lessee fails to remove such trade fixtures and repair any such damage, Lessor may do so at Lessee’s sole cost and expense, including any costs of storing such property. Such costs and expenses, if incurred by Lessor for Lessee’s benefit, shall be promptly, upon written demand therefor, reimbursed to Lessor by Lessee, together with interest at the maximum rate permitted by law from the date expended by Lessor to the date of reimbursement by Lessee.

Signs

Section 6.03.         Lessee may place and maintain, or permit any other person to place and maintain any sign on the Premises providing such sign is in compliance with then existing governmental regulations. Lessee may not place any decoration, lettering, or advertising matter on the glass of any exterior show window of the Premises. Lessee shall maintain such sign at all times during this Lease in good appearance and repair. On expiration or sooner termination of this Lease, all such signs not removed from the Premises by Lessee on such expiration or termination of this Lease may, without liability, be destroyed by Lessor.

ARTICLE 7.  DAMAGE, DESTRUCTION OR CONDEMNATION

Duty to Repair or Restore

Section 7.01.         If any improvements, including the buildings and other structures, located on the Premises are damaged or destroyed during the term of this Lease or any extension thereof, the damage shall be repaired as follows:

(a)           If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required to be carried under this Lease, Lessee shall repair that damage as soon as reasonably possible and restore the Premises and improvements to substantially the same condition as existed before the damage or destruction, regardless of whether the insurance proceeds are sufficient to cover the actual cost of repair or restoration. If insurance required to be carried by Lessee under this Lease has lapsed or not been carried, Lessee shall be solely responsible for the full cost and expense of necessary repairs and restoration.

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(b)           If the damage or destruction is caused by a peril against which insurance is not required to be carried by this Lease, Lessor, subject to Lessor’s right to terminate this Lease described in Section 7.02, shall repair that damage as soon as reasonably possible and restore the Premises to substantially the same condition as existed before the damage or destruction.

(c)           Whether the damage of destruction is caused either by a peril against which fire and extended coverage insurance is required by this Lease to be carried or by a peril against which insurance is not required to be carried by this Lease, Lessee expressly waives any right under Civil Code Sections 1931-1933 to terminate this Lease fordmage or destruction to the Premises.

Termination of Lease for Certain Losses

Section 7.02.         (a)  Notwithstanding any other provision of this Lease, if any improvements located on the Premises are damaged or destroyed to such extent it will cost more than $100,000.00 to repair or replace them, and the damage or destruction is caused by a peril against which insurance is not required to be carried by this Lease, Lessor may terminate this Lease by giving Lessee written notice of the termination. The notice must be given within sixty (60) days after the occurrence of the damage or destruction.

(b)           Lessee or Lessor shall have the right to terminate this Lease under either of the following circumstances:

(i)      If the Premises are damaged or destroyed from any cause whatsoever, insured or uninsured, and the laws then in effect do not permit the repair or restoration of the Premises provided for in this Article; or

(ii)     If the Premises are damaged or destroyed from any cause whatsoever, insured or uninsured, during the last year of the term of this Lease or any extension thereof (provided Lessee has not elected before the date of damage or destruction to extend the term of this Lease in accordance with Section 1.02).

(c)           Either party may terminate this Lease by giving written notice of termination to the other party not later than fourteen (14) days after the right to terminate accrues, and such termination shall be effective as of the date of the notice of termination. In the event of a termination under subsection (b), Lessee shall not be entitled to collect any insurance proceeds attributable to insurance policies covering the Premises or improvements except those proceeds attributable to Lessee’s personal property and trade fixtures.

(d)           If this Lease is terminated pursuant to either subsection (a) or (b) above, the rent and other sums payable by Lessee to Lessor under this Lease shall be prorated as of the termination date. If any such sums have been paid in advance by Lessee, Lessor shall refund them to Lessee for the unexpired period for which the payment has been made.

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Time for Construction of Repairs

Section 7.03.         Any and all repairs and restorations of improvements required by this Article shall be commenced by Lessor or Lessee, as the case may be, within a reasonable time after the occurrence of the damage or destruction requiring the repairs or restoration; shall be diligently pursued after being commenced; and shall be completed within a reasonable time after the loss. If Lessor is required under this Lease to perform the repairs and restoration, Lessor shall cause the repairs and restoration to be completed within 180 days after the occurrence of the event causing destruction or Lessee shall have the right to terminate this Lease, unless the delays are caused by events outside the control of Lessor.

Insurance Proceeds

Section 7.04.         If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required to be carried and maintained under this Lease by Lessee, the proceeds of insurance shall be paid directly to the parties for the purpose of making the necessary repairs to the Premises as required under this Lease.

Abatement of Rent

Section 7.05.         In the event of repair, replacement or restoration as herein provided, the Base Rent payable under this Lease shall be abated proportionately with the degree to which Lessee’s use of the Premises is impaired, from the date of the damage until completion of repairs plus one (1) calendar month. Lessee shall not be entitled to any compensation of damages for loss in the use of all or part of the Premises and/or for any inconvenience or annoyance occasioned by such damage, repair, replacement or reconstruction.

Total Condemnation

Section 7.06.         Should, during the term of this Lease or any renewal or extension thereof, title and possession of all of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, this Lease shall terminate as of 12:01 A.M. on the date actual physical possession of the Premises is taken by the agency or entity exercising the power of eminent domain and both Lessor and Lessee shall thereafter be released from all obligations, except those specified in Section 7.10 of this Lease, under this Lease.

Termination Option for Partial Condemnation

Section 7.07.         Should, during the term of this Lease or any extension thereof, title and possession of only a portion of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, Lessee may, at Lessee’s option, terminate this Lease if more than 35 percent of the floor space or more than 55 percent in value of the Premises is taken under the power of eminent domain. Lessee shall exercise its option by giving written notice to Lessor within 30 days after actual

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physical possession of the portion subject to the eminent domain power is taken by the agency or entity exercising that power. This Lease shall terminate as of 12:01 A.M. on the date the notice is deemed given to Lessor but the rent specified in Article 2 of this Lease shall be reduced in the manner specified in Section 7.08 below from the date of taking to the date of termination of the lease.

Partial Condemnation Without Termination

Section 7.08.         Should Lessee fail to exercise the option described in Section 7.06 of this Lease or should the portion of the Premises taken under the power of eminent domain be insufficient to give rise to the option described in Section 7.07 of this Lease, then; in that event:

(a)           This Lease shall terminate as to the portion of the Premises taken by eminent domain as of 12:01 A.M. on the day, herein called the “date of taking,” actual physical possession of that portion of the Premises is taken by the agency or entity exercising the power of eminent domain;

(b)           The rent specified in Article 2 of this Lease shall, after the date of taking, be reduced by an amount that bears the same ratio to the rent specified in Article 2 of this Lease as the square footage floor space of the portion of said premise taken under the power of eminent domain bears to the total square footage floor space of the Premises as of the date of this Lease; and

(c)           Lessor, at Lessor’s own cost and expense, will remodel and reconstruct the building remaining on the portion of the Premises not taken by eminent domain into a single efficient architectural unit as soon after the date of taking, or before, as can be reasonably done; provided, however, that the rent specified in this Lease shall not be abated or reduced, except as provided in subparagraph (b) of this section, during such remodeling and reconstruction.

Condemnation Award

Section 7.09.         Should, during the term of this Lease or any renewal or extension thereof, title and possession of all or any portion of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, the portion of the compensation or damages for the taking awarded to each of the parties to this Lease, Lessor and Lessee, shall belong to and be the sole property of the party Lessor or Lessee, to whom it is awarded. Lessee shall be entitled to that portion of the compensation or damages awarded for the eminent domain taking that represents (i) reasonable value of Lessee’s rights under this Lease for the unexpired term of this Lease and (ii) the cost or loss sustained by Lessee because of the removal of Lessee’s trade fixtures, equipment and furnishings from the portion of the Premises taken by eminent domain.

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Arbitration of Condemnation Award

Section 7.10.         Should separate awards not be made to Lessor and Lessee for the taking by eminent domain of all or any portion of the Premises, and should Lessor and Lessee be unable to agree on the manner the total award is to be divided between them pursuant to Section 7.09 of this Lease, the proper division of the award between Lessor and Lessee shall be settled by arbitration as provided in Section 9.03.

Lessee’s Waiver

Section 7.11.         Lessee agrees that its rights to terminate this Lease due to partial condemnation are governed by this Section. Lessee waives all rights it may have under California Code of Civil Procedure section 1265.13, or otherwise, to terminate this Lease based on a partial condemnation.

ARTICLE 8.  DEFAULT, ASSIGNMENT, AND TERMINATION

Subleasing or Assigning as Breach

Section 8.01.         Lessee shall not encumber, assign, or otherwise transfer this Lease, any right or interest in this Lease, or any right or interest in the Premises or any of the improvements that may now or hereafter be constructed or installed on the Premises without the express written consent of Lessor first had and obtained. Neither shall Lessee sublet the Premises or any part thereof or allow any other person, other than Lessee’s patrons, agents, servants, and employees, to occupy the Premises or any part thereof without the prior written consent of Lessor. The consent of Lessor to any assignment of Lessee’s interest in this Lease or the subletting by Lessee of the Premises or parts of the Premises shall not be unreasonably withheld. A consent by Lessor to one assignment, one subletting, or one occupation of the Premises by another person shall not be deemed to be a consent to any subsequent assignment, subletting, or occupation of the Premises by another person. Any encumbrance, assignment, transfer, or subletting without the prior written consent of Lessor, whether it be voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of Lessor, terminate this Lease. Notwithstanding the above, Lessee may assign or sublease the Premises, or portions thereof, to a subsidiary, affiliate or parent of Lessee. Such permitted assignment shall not relieve Lessee or any person who has personally guaranteed Lessee’s performance of this Lease from any liability under this Lease or any such guarantee.

Lessee’s Default

Section 8.02.         The occurrence of any one or more of the following events shall constitute a default under this Lease by Lessee:

(a)Non-curable Defaults: (i)  The vacation or abandonment of any substantial portion of the Premises by Lessee for a period of five (5) business days or longer;

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(ii)     Any involuntary transfer of Lessee’s interest in this Lease or any voluntary transfer, attempted or actual, of Lessee’s interest in this Lease, without Lessor’s prior written consent, in violation of Section 8.01;

(iii)    If the leasehold interest of Lessee is levied upon under execution or is attached by process of law and said levy or attachment is not promptly released;

(iv)    If: (1) all or substantially all of the Lessee’s assets are placed in the hands of a receiver or trustee, and such receivership or trusteeship continues for a period of sixty (60) days, or

(2)   if Lessee makes an assignment for the benefit of creditors or is adjudicated a bankrupt, or

(3)   if Lessee institutes any proceedings under any provision of the Bankruptcy Code or under any other act relating to the subject of bankruptcy wherein Lessee seeks to be adjudicated a bankrupt, be discharged of its debts, or effect a plan of liquidation, composition, arrangement or reorganization, or

(4)   if any involuntary proceeding is filed against Lessee under any such bankruptcy laws and Lessee consents thereto or acquiesces therein by pleading or default,

then any such act shall be deemed a breach of this Lease, and neither this Lease nor any interest in and to the Premises shall become an asset in any of such proceedings and, in any such event, and in addition to any and all rights or remedies of Lessor hereunder or provided by law, this Lease shall terminate automatically as of the date on which any one or more of the above-described occurrences takes place. In such event, it shall be lawful for Lessor to re-enter the Premises and take possession thereof and remove all persons and all of Lessee’s personal property, fixtures, equipment, alterations, improvements and utility installations therefrom, and Lessee shall have no further claim to the Premises or under this Lease. Nothing contained herein shall limit or prejudice the right of Lessor to recover damages by reason of any such termination equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount is greater, equal to, or less than the amount of damages recoverable under the provisions of this Article. However, the foregoing provisions in this Article shall be subject to the Bankruptcy Code, as heretofore and hereafter amended.

(b)           Curable Defaults: (i)  The failure by Lessee to make any payment of Basic Rent, Additional Rent or any other payment required to be made by Lessee hereunder as and when due and which shall continue for a period of ten (10) business days after written notice thereof from Lessor to Lessee; provided however, any such notice shall be in lieu of, and not in addition to, any notice required under the California Code of Civil Procedure or any other law, regulation or ordinance; or

(ii)     The failure by Lessee to observe or perform any non-monetary covenants, conditions or provisions of this lease to be observed or performed by Lessee, other than

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the aforementioned non-curable defaults, within thirty (30) days after Lessee has been given written notice of such failure. Notwithstanding the foregoing, if Lessee cannot reasonably cure such default within thirty (30) days, Lessee shall not be in default hereunder so long as Lessee commences to cure the default within such thirty (30) day period and thereafter diligently and in good faith pursues such cure to completion.

Lessors Default

Section 8.03.         (a)  Lessor shall be in default if it fails or refuses to perform any provision of this Lease that it is obligated to perform and such failure continues for thirty (30) days after written notice thereof from Lessee detailing such failure. Notwithstanding the foregoing, if Lessor cannot reasonably cure such default within thirty (30) days, Lessor shall not be in default hereunder so long as Lessor commences to cure the default within such thirty (30) day period and thereafter diligently and in good faith pursues such cure to completion.

(b)           If Lessor is in default hereunder, and as a consequence Lessee recovers a money judgment against Lessor, such judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Lessor in the Premises, and out of rent or other income from such real property receivable by Lessor or out of the consideration received by Lessor from the sale or other disposition of all or any part of Lessor’s right, title, and interest in the Premises. Neither Lessor, nor any partner, agent, officer, director or employee of Lessor shall be personally liable for any portion of such a judgment.

Abandonment

Section 8.04.         If Lessee vacates or abandons the Premises, this Lease shall continue in effect unless and until expressly terminated by Lessor, and Lessor shall have all of the remedies provided by this Lease or by law, including without limitation, the right to maintain Lessee’s right to possession and to recover Rent as it becomes due hereunder. Lessor shall not be deemed to have terminated this Lease other than by written notice of termination from Lessor. At any time subsequent to vacation or abandonment of the Premises by Lessee, Lessor may give notice of termination and shall thereafter have all of the rights hereinafter set forth.

Termination

Section 8.05.         Following the occurrence of any default, Lessor shall have the right, so long as the default continues, to terminate this Lease by written notice to Lessee setting forth: (a) the default; (b) the requirements to cure it; and (c) a demand for possession, which shall be effective in accordance with the notice provisions specified in Section 9.04.

Possession

Section 8.06.         Following termination under Section 8.05, without prejudice to any other remedies Lessor may have by reason of Lessee’s default or of such termination,

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Lessor may then or at any time thereafter, (a) peaceably re-enter the Premises, or any part thereof, upon voluntary surrender by Lessee, or expel or remove Lessee therefrom and any other persons occupying them, using such legal proceedings as are then available; (b) repossess and enjoy the Premises, or relet the Premises or any part thereof for such term or terms, which may be for a term extending beyond the Term, at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion shall determine, with the right to make reasonable alterations and repairs to the Premises; and (c) remove all personal property therefrom. Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future law in the event of Lessee’s being evicted or dispossessed for any cause, or in the event of Lessor’s obtaining possession of the Premises, or by reason of the violation by Lessee of any of the items, covenants or conditions, of this Lease, or otherwise.

Recovery

Section 8.07.         Following termination under Section 8.05, Lessor shall have all the rights and remedies of a Lessor provided by Section 1951.2 of the California Civil Code. The amount of damages which Lessor may recover following termination shall include: (a) the worth at the time of the award of the unpaid Rent which had been earned at the time of termination; (b) the worth at the time of the award of the amount by which the unpaid Rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (c) the worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of rental loss Lessee proves could be reasonably avoided; and (d) any other amount necessary to compensate Lessor for all detriment proximately caused by Lessee’s failure to perform its obligations under this Lease. The “worth at the time of the award” of the amounts referred to in (a) and (b) above shall be computed by allowing interest at the maximum rate permitted by law. The “worth at the time of the award” of the amount referred to in (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one (1 %) percent.

Additional Remedies

Section 8.08.         In addition to the foregoing remedies, Lessor shall, so long as this Lease is not terminated, have the right to remedy any default of Lessee, to maintain or improve the Premises without terminating this Lease, to incur expenses on behalf of Lessee in seeking a new sublessee, or to cause a receiver to be appointed to administer the Premises and new or existing subleases, and to add to the Rent payable hereunder all of Lessor’s reasonable costs in so doing, with interest at the maximum rate permitted by law.

Other

Section 8.09.         If Lessee causes or threatens to cause a breach of any of the covenants, agreements, terms or conditions contained in this Lease, Lessor shall be entitled to retain all sums held by Lessor, by any trustee or in any account provided for

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herein, to enjoin such breach or threatened breach, and to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings and other remedies were not provided for in this Lease.

Cumulative

Section 8.10.         Each right and remedy of Lessor provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease, or now or hereafter existing at law or in equity or by statute or otherwise, and shall not preclude the simultaneous or later exercise by Lessor of any or all other rights or remedies provided for in this Lease or now or hereafter existing in law or in equity or by statute or otherwise.

No Waiver

Section 8.11.         No failure by Lessor or Lessee to insist upon the strict performance of any term hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the. continuance of any such breach shall constitute a waiver of any such breach or of any such term. Efforts by Lessor to mitigate the damages caused by Lessee’s breach of this Lease shall not be construed to be a waiver of Lessor’s right to recover damages under this Article. Nothing in this Article affects the right of Lessor to indemnification by Lessee for liability arising prior to the termination of this Lease for personal injuries or property damage.

Written Action

Section 8.12.         No act or thing done by Lessor or its agents during the Term hereof shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the premises shall be valid unless made in writing and signed by Lessor. Neither the reference in this Lease to any particular remedy nor the pursuit of any particular remedy shall preclude Lessor from any other remedy Lessor might have, either at law or in equity.

Replacement of Statutory Notice Requirements

Section 8.13.         When this Lease requires service of a notice, that notice shall replace rather than supplement any equivalent or similar statutory notice, including any notices required by Code of Civil Procedure section 1161 or any similar or successor statute. When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Lease) in the manner required by Section 9.04 shall replace and satisfy the statutory service-of-notice procedures, including those required by Code of Civil Procedure section 1162 or any similar or successor statute.

Continuation of Lease in Effect

Section 8.14.         Lessor shall have the remedy described in Civil Code section 1951.4, which provides that, when a Lessee has the right to sublet or assign (subject

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only to reasonable limitations), the Lessor may continue the lease in effect after the Lessee’s breach and abandonment and recover Rent as it becomes due. Accordingly, if Lessor does not elect to terminate this Lease on account of any default by Lessee, Lessor may enforce all of Lessor’s rights and remedies under this Lease, including the night to recover all Rent as it becomes due.

Efforts To Relet

Section 8.15.         For purposes of this Article 8, Lessee’s right to possession shall not be considered to have been terminated by Lessor’s efforts to relet the. Premises, by Lessor’s acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Lessor’s interests under this Lease. This list is merely illustrative of acts that may be performed by Lessor without terminating Lessee’s right to possession.

ARTICLE 9.  MISCELLANEOUS

Force Majeure - Unavoidable Delays

Section 9.01.         Should the performance of any act required by this Lease to be performed by either Lessor or Lessee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability, not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused; provided, however, that nothing contained in this section shall excuse the prompt payment of rent or other sums by Lessee as required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the party, Lessor or Lessee, required to perform the act.

Attorney’s Fees

Section 9.02.         (a)  Should any litigation be commenced between the parties to this Lease concerning the Premises, this Lease, or the rights and duties of either in relation thereto, the party, Lessor or Lessee, prevailing in such litigation shall be entitled, in addition to such other relief as may be granted in the litigation, to a reasonable sum as and for his attorney’s fees in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose.

(b)           If Lessor is made a party defendant to any litigation concerning this Lease or the leased Premises or the occupancy thereof by Lessee, then Lessee shall hold Lessor harmless from all liability by reason of said litigation, including reasonable attorney’s fees and expenses incurred by Lessor in any such litigation, whether or not any such litigation is prosecuted to judgment, provided however, it is agreed between Lessor and Lessee that if the litigation referred to in this Section arises out of no act, fault, or negligence of the Lessee, there shall be no obligation on the part of Lessee to hold harmless the Lessor from said litigation.

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(c)           If Lessee breaches any term of this Lease, Lessor may employ an attorney or attorneys to protect Lessor’s rights hereunder, and in the event of such employment following any breach by Lessee, Lessee shall pay Lessor reasonable attorney’s fees and expenses incurred by Lessor, whether or not an action is actually commenced against Lessee by reason of said breach.

Arbitration of Disputes

Section 9.03.        IF ANY DISPUTE ARISES BETWEEN LESSOR AND LESSEE CONCERNING THE PREMISES, ANY PROVISION OF THIS LEASE OR THE RIGHTS AND DUTIES OF EITHER IN REGARD THERETO, THE DISPUTE SHALL BE SETTLED BY ARBITRATION AS PROVIDED IN THIS SECTION. EACH PARTY SHALL APPOINT AN ARBITRATOR AND GIVE THE OTHER PARTY WRITTEN NOTICE OF THE NAME AND ADDRESS OF ARBITRATOR WITHIN FIVE (5) DAYS AFTER WRITTEN DEMAND TO DO SO HAS BEEN SERVED ON THE PARTY MAKING THE APPOINTMENT BY THE OTHER PARTY TO THIS LEASE. THE TWO APPOINTED ARBITRATORS SHALL WITHIN TEN (10) DAYS AFTER THEIR APPOINTMENT, APPOINT A THIRD ARBITRATOR. THE WRITTEN DECISION OF ANY TWO OF THE THREE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE ON BOTH PARTIES TO THIS LEASE. THE ARBITRATORS MAY APPORTION THE COSTS AND EXPENSES OF THE ARBITRATION PROCEEDING, INCLUDING ATTORNEY’S FEES AND ARBITRATION FEES, BETWEEN THE PARTIES TO THIS AGREEMENT IN ANY MANNER DEEMED REASONABLE BY TWO OF THE THREE ARBITRATORS. THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.

NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION ABOVE DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MAY HAVE TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISP TES” PROVISION TO NEUTRAL ARBITRATION.

LESSOR’S INITIALS: LESSEE’S INITIALS:

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Notices

Section 9.04.         All notices to be given to Lessee shall be given in writing personally or by depositing the same in the United States mail, postage prepaid, and addressed to Lessee at the Premises, whether or not Lessee has departed from, abandoned or vacated the Premises. All notices to be given to Lessor shall be given in writing personally or by depositing the same in the United States mail, postage prepaid, and addressed to the Lessor at 316 South Strafford Avenue, Santa Maria, CA, 93454, or such other place or places as may be designated from time to time by Lessor.

No Merger

Section 9.05.         The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate any existing subleases or subtenancies or may, at the option of Lessor, operate as an assignment to it of any of such subleases or subtenancies.

Binding on Heirs and Successors

Section 9.06.         This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, Lessor and Lessee, but nothing in this section contained shall be construed as a consent by Lessor to any assignment of this Lease or any interest therein by Lessee except as provided in Article 8 of this Lease.

Partial Invalidity

Section 9.07.         Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding.

Sole and Only Agreement

Section 9.08.         This instrument constitutes the sole and only agreement between Lessor and Lessee respecting the Premises, the leasing of the Premises to Lessee, or the lease term herein specified, and correctly sets for the obligations of Lessor and Lessee to each other as of its date. Any agreements or representations respecting the Premises or their leasing by Lessor to Lessee not expressly set forth in this instrument are null and void.

Waiver

Section 9.09.         The waiver by Lessor of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant or condition of this Lease other than the failure of the Lessee to pay the particular rental so

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accepted, regardless of Lessor’s knowledge of such preceding breach at the time of the acceptance of such rent.

Subordination and Non-Disturbance

Section 9.10.         (a)  This Lease is subject and subordinate to all mortgages and deeds of trust which may hereafter be placed and recorded on the property of which the Premises are a part and to all renewals, modifications, replacements, and extensions thereof.

(b)           The subordination provided for above is conditioned on and subject to the following:

(i)      For each mortgage or deed of trust, Lessor shall obtain from the mortgagee or beneficiary a non-disturbance agreement in writing that, in the event of foreclosure, or any sale thereunder, this Lease shall not be terminated and Lessee’s right to possession under this Lease shall not be disturbed, provided Lessee is not then in default under this Lease;

(ii)     In consideration of the mortgagee’s or beneficiary’s agreement not to disturb Lessee’s possession as above provided, Lessee hereby agrees to attorn to the purchaser at any foreclosure, sale or other action or proceeding.

(iii)    The subordination described in this section shall be effective without the necessity of having any further instruments executed by Lessee, but Lessee agrees to execute on demand any such further instruments evidencing subordination that Lessor or any mortgagee or beneficiary may reasonably request.

Time of Essence

Section 9.11.         Time is expressly declared to be the essence of this Lease.

Accord and Satisfaction

Section 9.12.         No payment by Lessee or receipt by Lessor of a lesser amount than the monthly rent stipulated herein or any other sum due hereunder from Lessee to Lessor shall be deemed to be anything other than a payment on account of the-earliest sum then due and owing to Lessor. No endorsement or statement on any check of any letter accompanying any check or payment or payment of any sum(s) due from Lessee to Lessor hereunder shall be deemed to be an accord and satisfaction, and Lessor may accept and negotiate any such payment without prejudice to Lessor’s right to recover the balance of such rent or other sum or to pursue any other remedy provided for in this Lease or by law.

Right of First Refusal to Purchase Leased Premises

Section 9.13.         (a)  If at any time during the term of this Lease Lessor receives from any third party a bona fide offer to purchase the Premises at a price and on terms acceptable to Lessor, Lessor shall give written notice of the offer to Lessee. Within thirty

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(30) days after Lessor gives Lessee written notice of the third-party offer, Lessee shall have the right to purchase the Premises at the same price and on the same terms and conditions set forth in the third-party offer. To exercise its right, Lessee must, within the same thirty (30) day period, deposit in escrow with any title company in Santa .Barbara County, California, all moneys and instruments required by the terms of the offer to be paid or delivered to Lessor on close of escrow and shall also give Lessor written notice of the deposit. In the event Lessee fails to exercise the option to purchase in accordance with the provisions of this Section, Lessor may sell the Premises to the third party making the offer on the same terms and conditions set forth in that offer. If for any reason the Premises are not sold to the party making the offer, Lessor shall give Lessee the same right to purchase the Premises on receiving any subsequent offer from any third party that is acceptable to Lessor.

(b)           Lessee may not assign the rights granted under this section either separately or together with a transfer of Lessee’s leasehold interest, and any purported assignment shall be null and void.

(c)           If this property is sold to any third party during the term of this Lease, then the provisions of this section shall thereafter be of no further force or effect.

Bankruptcy

Section 9.14.         Should a petition in’bankruptcy be filed by the Lessee, or should Lessee, during the term hereof, become insolvent or make any assignment for the benefit of creditors, or be adjudicated bankrupt or insolvent by any Court, or should a receiver or trustee in bankruptcy be appointed over the business, property and assets of the Lessee, and the Premises herein lease, or take charge of the Premises herein demised, or should this lease, by operation of law, devolve upon or pass to any person or persons other than the Lessee, then upon any of such events, the Lessor may, at its option, re-enter and take possession of these Premises herein leased and remove all persons therefrom and terminate the Lease.

Estoppel Certificate

Section 9.15.         Within ten (10) days following any written request which Lessor may make from time to time, Lessee shall execute, acknowledge and deliver to Lessor a statement certifying: (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect, or, if there have been modifications hereto, that this Lease is in full force and effect, and stating the date and nature of such modifications; (c) the date to which the Rent and other sums payable under this Lease have been paid; (d) that there are no current defaults under this Lease by either Lessor or Lessee except as specified in Lessee’s statement; and (e) any other information Lessor may reasonably require. Lessor and Lessee intend that any statement delivered pursuant to this Section may be relied upon by any encumbrancer, ground Lessee, beneficiary, purchaser or prospective purchaser of the Property or any interest therein, as well as any of their assigns.

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Transfer Of Lessor’s Interest

Section 9.16.         Lessor has the right to transfer all or part of its interest in the Building and Real Property and in this Lease. On such a transfer, Lessor shall automatically be released from all liability accruing under this Lease, and Lessee shall look solely to that transferee for the performance of Lessor’s obligations under this Lease after the date of transfer. Lessor may assign its interest in this Lease to a mortgage lender as additional security. This assignment shall not release Lessor from its obligations under this Lease, and Lessee shall continue to look to Lessor for the performance of its obligations under this Lease.

Liability Of The Lessor

Section 9.17.         Except as otherwise provided in this Lease or applicable law, for any breach of this Lease the liability of Lessor (including all persons and entities that comprise Lessor, and any successor Lessor) and any recourse by Lessee against Lessor shall be limited to the interest of Lessor and Lessor’s successors in interest in and to the Building and Real Property. On behalf of itself and all persons claiming by, through, or under Lessee, Lessee expressly waives and releases Lessor from any personal liability for breach of this Lease.

Executed on the day and date first above written at Santa Maria, California.

LESSEE:
COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC.
a California corporation
by:	/s/  Thomas D. Fogel
	THOMAS D. FOGEL, M.D., President
by:	/s/  Jonathan R. Stella
	JONATHAN R. STELLA, M.D., Secretary
LESSOR:
SANTA MARIA BUILDING PARTNERSHIP
a California general partnership
by:	/s/  Peter K. Sien
	PETER K. SIEN, M.D., Managing Partner

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EXHIBIT A

PARCEL 1:

AN UNDIVIDED INTEREST IN LOT 4 OF STRATFORD COURT NO. 2 TRACT 5164 IN THE CITY OF SANTA MARIA, IN THE COUNTY OF SANTA BARBARA, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED IN BOOK 92, PAGES 10 AND 11 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

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EX-10.42

Exhibit 10.42

LEASE AGREEMENT

BY THIS LEASE dated February 1, 2001, SANTA MARIA BUILDING PARTNERSHIP, a California general partnership, herein called “Lessor,” leases to COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation, herein called “Lessee,” that certain real property, herein called “the Premises,” in the City of Santa Maria, County of Santa Barbara, State of California, commonly known as 314 South Stratford Avenue, Santa Maria, California, and more particularly described in Exhibit A, attached hereto.

ARTICLE 1.  TERM OF LEASE

Original Term

Section 1.01.  This Lease shall be for a term of fifteen (15) years, commencing on February 1, 2001, and ending on January 31, 2016.

Extended Term

Section 1.02.  Should Lessee perform all the terms and conditions of this Lease and provided Lessee is not then in default under the terms of this Lease, Lessee may extend this Lease for two (2) additional, separate terms of ten (10) years each, commencing on expiration of the preceding term, by giving Lessor written notice of Lessee’s desire to extend the term hereof not less than one hundred eighty (180) days prior to expiration of the preceding term.  This option to extend the term of this Lease is personal to Lessee and may not be transferred by Lessee without Lessor’s prior written consent.

Hold Over

Section 1.03.  Should Lessee hold over and continue in possession of the Premises after expiration of the term of this Lease or any extension thereof, Lessee’s continued occupancy of the Premises shall be considered a month-to-month tenancy subject to all the terms and conditions of this Lease, except that the base rent shall be in an amount equal to 100% of the last monthly rent.  If Lessee fails to surrender the Premises upon the expiration of this Lease, Lessee shall indemnify and hold Lessor harmless from all loss or liability, including without limitation, any claims made by any succeeding tenant founded on or resulting from such failure to surrender.

ARTICLE 2.  RENT

Base Rent

Section 2.01.  For the first year of the term hereof, Lessee agrees to pay to Lessor a fixed rental for the use and occupancy of the Premises of Twelve Thousand Six Hundred Sixty Nine Dollars ($12,669.00) per month, payable on the first (1st) day of each and every calendar month commencing on February 1, 2001, at 316 S. Stratford Avenue, Santa Maria, CA 93454, or at such other place or places as Lessor may from time to time designate by written notice delivered to Lessee.

Rent Adjustment

Section 2.02.  The Base Rent provided for in Section 2.01 above shall be increased by three percent (3%) one year after the commencement of the term hereof and annually thereafter on the same date each calendar year.

Base Rent for Extension Terms

(a)           In the event Lessee timely exercises its option to extend the lease term under Section 1.02 above, then within fifteen (15) days of Lessee’s written notice to Lessor of Lessee’s exercise of such option, Lessor and Lessee shall meet to establish the Base Rent for the first year of the Extension Term (“Rent Meeting”).  The Base Rent per square foot of leaseable area in the Premises for the first year of each extension term shall be the fair market rental value of the Premises, determined in accordance with the following formula:

Vault Sq.  Ft.  X (Market Rent x 2.67)  +  Medical Sq.  Ft. X (Market Rent)
(divided by) total leaseable square footage

= Base Rent per square foot

As used in the above formula, “Vault Sq. Ft.” means the total square footage of the treatment vaults, other than any treatment vaults added at the Lessee’s cost and expense.  “Market Rent” is the current fair market rent per square foot for medical office space in the City of Santa Maria, California on a triple net basis.  This space will be leased (not subleased) and will be comparable in size, location and quality to the Premises.  “Medical Sq.  Ft” refers to all leaseable space in the Premises other than Vault Sq. Ft.  “Total leaseable square footage” shall be the total leaseable square footage in the Premises determined by survey.

In the event that the parties cannot agree on the Market Rent for the first year of an extension term, then within ten (10) days after the Rent Meeting, Lessor and Lessee shall each specify in writing to the other party its determination of such Market Rent Rate.  If either party fails to submit its written determination in accordance with this Section, the Base Rent for the extension term shall be the determination submitted by the other party.

(b)           Within ten (10) days after the parties have exchanged written determinations, Lessor and Lessee shall mutually select three commercial realtors within the City of Santa Maria to determine the Market Rent.  Each such realtor shall (i) be disinterested; (ii) be qualified to determine the fair market rental rates for real estate similar to the Premises; and (iii) have been actively engaged in the leasing of comparable medical space in the City of Santa Maria for a period of not less than five (5) continuous years immediately preceding his or her appointment.  If Lessor and Lessee are unable to mutually select three such commercial realtors, then either party, on behalf of both, may request such appointment by the President of the local chapter of the California Realtors Association.  If such Association is not then in existence, either party, on behalf of both, may request such appointment by the presiding judge of the Superior Court of the Judicial District in which the property is located.  Each such realtor shall submit their respective determinations of Market Rent for the area in writing to both parties and shall provide the basis for such determination.

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(c)           The average of the three written determinations of Market Rent prepared by the realtors so selected shall be utilized to determine the Base Rent of the Premises for the initial year of the extension term.  The costs of the three realtors’ services shall be shared equally by the parties.  The decision of the realtors shall be binding upon the Lessor and Lessee.

(d)           In the event that the parties have not agreed on the Market Rent or the realtors have not been selected and the Market Rent determined before the commencement of the extension term, Lessee shall continue to pay the same lease rate in effect at the end of the lease year immediately preceding the commencement of the extension term.  Lessee shall pay such sum as Base Rent until the initial Base Rent for the extension term is determined, at which time Lessee shall promptly pay Lessor any additional rent due by reason of any increase in the Base Rent during the extension term over the Base Rent previously paid by Lessee.  If the Base Rent actually paid by Lessee during this period is ultimately determined to be more than the revised Base Rent as finally determined as above provided, any such over payment shall constitute a credit against the revised Base Rent, and that credit shall be applied to the following month or months until such credit is exhausted.

(e)           The Base Rent as above determined shall be subject to increase at the end of the first lease year of the extension term in the same manner as provided in Section 2.02 above.

Taxes, Utilities and Operating Expenses as Additional Rent

Section 2.03.  In addition to the rent specified in Sections 2.01 and 2.02 above, Lessee shall pay, as additional rent, all Utilities, Insurance, Personal and Real Property Taxes and Operating Expenses directly to the vendor or creditor for such items, or otherwise as set forth in this Section 2.03.  If Lessee fails to pay any such amount, Lessor may in its sole discretion, advance monies to pay such items, and demand reimbursement in full from Lessee (referred to as “additional rent” herein), including without limitation any cost, expense, assessment or charge, as well as interest as provided in this Lease.

Utilities

(a)           Lessee shall pay, and hold Lessor and the property of Lessor including the Premises, free and harmless from, all charges for the furnishing of gas, water, sewer, electricity, telephone service, garbage and trash removal and other public utilities during the entire term of this Lease or any extension thereof.  All such charges shall be paid by Lessee directly to the provider of the service and shall be paid as they become due and payable but in any event before delinquency.

Lessee agrees that Lessor shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services) or for diminution in the quality or quantity of any service when the failure, delay, or diminution is entirely or partially caused by:

(i)Breakage repairs, replacements, or improvements;

(ii)Strike, lockout, or other labor trouble;

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(iii)Inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort to do so;

(iv)Accident or casualty;

(v)Act or default of Lessee or other parties; or

(vi)Any other cause beyond Lessor’s reasonable control.

Such failure, delay, or diminution shall not be considered to constitute an eviction or a disturbance of Lessee’s use and possession of the Premises or relieve Lessee from paying rent or performing any of its obligations under this Lease.  Lessor shall not be liable under any circumstances for a loss of or injury to property or for injury to or interference with Lessee’s business, including loss of profits through, in connection with, or incidental to a failure to furnish any of the utilities or services under this Section 2.03.  Lessor may comply with mandatory or voluntary controls or guidelines promulgated by any government entity relating to the use or conservation of energy, water, gas, light, or electricity or the reduction of automobile or other emissions without creating any liability of Lessor to Lessee under this Lease as long as compliance with voluntary controls or guidelines does not materially and unreasonably interfere with Lessee’s use of the Premises.

Personal Property Taxes

(b)           Lessee shall pay before they become delinquent all taxes, assessments and other charges levied or imposed by any governmental entity on the furniture, trade fixtures, equipment and other personal property placed by Lessee in, on or about the Premises.

Real Property Taxes

(c)           Lessee shall pay all real property taxes and general and special assessments on the Premises, including any increases in such taxes and assessments, before they become delinquent.

The real property taxes and assessments levied against the Premises for the first and last years of the term hereof shall be prorated between Lessor and Lessee for purposes of this section as of 12:01 A.M. on the date of commencement and termination respectively of this Lease.

Lessee shall have the right, at Lessee’s sole cost and expense, to protest or contest in good faith the amount of any tax or assessment.  As a condition precedent to Lessee’s right to protest such taxes or assessments, Lessee shall either pay the disputed amount and file for refund or deposit with Lessor the disputed amount plus one (1) years interest at the rate then charged by said county plus any estimated penalty which Lessor may incur by non-payment.  Upon such payment or deposit, Lessor shall cooperate with Lessee in prosecuting such dispute.

Operating Expenses

(d)           Lessee shall pay all Operating Expenses attributable to the occupation and use of the Premises.

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The term “Operating Expenses” as used in this Lease shall Mean all expenses, costs and fees attributable to Lessee’s use and occupancy of the Premises under this Lease, including but not limited to:

(i)      Miscellaneous operating costs, maintenance, security services, replacement for normal wear and tear, repair, re-striping and resurfacing of paving, insurance (including public liability and property damage, rent continuation, boiler and machinery and extended coverage insurance), and cleaning of the Premises and all parts thereof and all furnishings, fixtures and equipment therein.  The term “Operating Expenses” shall include the annual amortization of costs (including financing at the then prevailing rate, if any) of any improvements, equipment, or devices required by any governmental authority or incurred as a labor saving measure or to reduce operation or maintenance expenses with respect to the Premises where such costs are amortized over the useful life thereof.

(ii)     Operating Expenses shall also include licenses, permits, charges and assessments which are levied, assessed, imposed or collected by any governmental authority or improvement or assessment district during any calendar year with respect to the Premises and Lessee’s use and occupancy of the Premises and the land on which the premises are located, and any improvements, fixtures, equipment and other property of Lessor, real or personal, used in connection with the operation or maintenance of the Premises (computed on a cash basis or as if paid in permitted installments regardless of whether actually so paid), as well as any tax which shall be levied or assessed in addition to or in lieu of any tax described in Sections 2.03 (b) or (c) above (it being acknowledged that because of the passage of laws which limit increases in property taxes, government agencies may impose fees, charges, assessments or other levies in connection with services previously furnished without charge or at a lesser charge and which were previously paid for in whole or in part, directly or indirectly by real property taxes), any gross excise tax or other similar tax, and any costs or expenses of contesting any such taxes, licenses, charges or assessments, but excluding any federal or state income or gift tax or any franchise, capital stock, estate or Inheritance taxes.

Late Charges

Section 2.04.  If any installment of rent or other payment required to be paid by Lessee to Lessor is not paid within ten (10) days of the date on which it is due, a late charge equal to five percent (5%) of the late payment shall be due from Lessee to Lessor to compensate Lessor for the additional administrative work caused by such default and to compensate Lessor for the loss of use of such defaulted payment.  The late charge herein shall be in addition to any other remedy which Lessor may have hereunder for such default.

Interest on Late Payments

Section 2.05.  If any payment required to be paid by Lessee to Lessor is not paid within ten (10) days of the date on which it is due, such payment shall bear interest at the maximum rate permitted by law from the date it became due until it is paid by Lessee to Lessor.

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ARTICLE 3.  USE OF PREMISES

Permitted Use

Section 3.01.  The Premises shall, during the term of this Lease and any extensions thereof, be used for conducting a medical and radiation oncology business, for related activities and for no other purpose without the prior written consent of Lessor.

Insurance Hazards

Section 3.02.  Lessee shall not commit or permit the commission of any acts on the Premises nor use or permit the use of the Premises in any manner that will increase the existing rates for or cause the cancellation of any fire, liability, or other insurance policy insuring the Premises or the improvements on the Premises.

Waste or Nuisance

Section 3.03.  Lessee shall not commit or permit the commission by others of any waste on the Premises; Lessee shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 of the California Civil Code on the Premises; and Lessee shall not use or permit the use of the Premises for any unlawful purpose.

Hazardous Materials

Section 3.04.  Lessee warrants and represents that during the term hereof, and any extensions thereof, Lessee shall not use the Premises in any manner that would be in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on, under or about the Premises, including but not limited to soil and groundwater conditions.  Lessee shall not use, generate, manufacture, produce, store or dispose of on, under or about the Premises any hazardous materials, including without limitation, flammable materials, explosives, asbestos, radioactive materials, hazardous wastes, toxic substances or related injurious materials, whether injurious by themselves or in combination with other materials, other than such materials as may be necessary for Lessee’s normal operations on the Premises.  Lessee shall not dispose of or permit the disposal of any hazardous materials into the sewer system serving the Premises.

As used in this Section 3.04, the term “Hazardous Material” shall mean any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any local government authority having jurisdiction over the Building.  Hazardous Material includes:

(a)           Any “hazardous substance,” as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601-9675);

(b)           “Hazardous waste,” as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code sections 6901-6992k);

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(c)           Any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect);

(d)           Petroleum products;

(e)           Radioactive material, including any source, special nuclear, or byproduct material as defined in 42 United States Code sections 2011-2297g-4;

(f)            Asbestos in any form or condition; and

(g)           Polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs.

If, during the Lease Term (including any extensions), Lessee becomes aware of (i) any actual or threatened release of any Hazardous Material on, under, or about the Premises or the Building or (ii) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material on, under, or about the Premises or the Building, Lessee shall give Lessor written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to Lessor copies of any claims, notices of violation, reports, or other writings received by Lessee that concern the release or investigation.

Lessee shall, at Lessee’s sole expense and with counsel reasonably acceptable to Lessor, indemnify, defend, and hold harmless Lessor and Lessor’s shareholders, directors, officers, employees, partners, affiliates, agents, successors, and assigns with respect to all losses arising out of or resulting from the release of any Hazardous Material in or about the Premises or the Building, or the violation of any Environmental Law, by Lessee or Lessee’s agents, assignees, sublessees, contractors, or invitees.  This indemnification applies whether or not the concentrations of any such Hazardous Material is material, the concentrations exceed state or federal maximum contaminant or action levels, or any governmental agency has issued a cleanup order.  This indemnification includes:

(1)           Losses attributable to diminution in the value of the Premises or the Building;

(2)           Loss or restriction of use of rentable space in the Building;

(3)           Adverse effect on the marketing of any space in the Building; and

(4)           All other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, orders, or judgements), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release or violation.

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This indemnification shall survive the expiration or termination of this Lease.

If the presence of any Hazardous Material brought onto the Premises or the Building by Lessee or Lessee’s employees, agents, contractors, or invitees results in contamination of the Building, Lessee shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Lessee’s sole expense, to return the Premises or the Building to the condition that existed before the introduction of such Hazardous Material.  Lessee shall first obtain Lessor’s approval of the proposed removal or remedial action.  This provision does not limit the indemnification obligation set forth in Section 3.04.

Compliance With Law

Section 3.05.  Lessee shall at Lessee’s own cost and expense comply with all statues, ordinances, regulations, existing use permits and requirements of all governmental entities, both federal and state and county or municipal, relating to Lessee’s use and occupancy of the Premises whether such statutes, ordinances, regulations, and requirements be now in force or hereinafter enacted.  The judgment of any court of competent jurisdiction, or the admission by Lessee in a proceeding brought against Lessee by any government entity, that Lessee has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Lessor and Lessee and shall be grounds for termination of this Lease by Lessor.  Lessor agrees that any requirements of the Municipal, State, or Federal authorities which require alteration of Lessor’s building shall not be the responsibility of Lessee, unless required because of an act of Lessee or a use of the Premises by Lessee.

ARTICLE 4.  ALTERATIONS AND REPAIRS

Maintenance

Section 4.01.  Lessee shall at his own cost and expense keep and maintain all portions of the Premises as well as all improvements on the Premises and all facilities appurtenant to the Premises, including but not limited to electrical, plumbing, heating and air conditioning, sewage systems, roof and outer walls in good order and repair and in as safe and clean a condition as they were when received by Lessee from Lessor, reasonable wear and tear excepted.

Should Lessee fail to maintain the Premises as set forth above, Lessor may, at Lessor’s option, perform or contract for the performance of such maintenance for and on behalf of Lessee.  In such event, Lessee shall promptly on written demand of Lessor reimburse Lessor for all cost and expense incurred by Lessor in performing Lessee’s obligations hereunder plus interest at the maximum rate permitted by law from the date expended by Lessor to the date of repayment by Lessee.

Alterations and Liens

Section 4.02.  Lessor and Lessee agree that from time to time during the term of this Lease, Lessee may desire alterations, changes and additions in and to the interior of the Premises

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and to the Building that are necessary or convenient to the operation of its business at the Premises.

Non-structural Changes

(a)           Lessee may, at its own expense, make nonstructural changes to the interior of the Premises (eg. revisions to interior decor, carpeting, painting, wall covering, etc.) provided that the value of the Premises shall not be diminished thereby.  Further provided, that any non-structural changes exceeding $5,000 in total cost must first be approved by the Lessor prior to commencement of such changes.

Structural Changes

(b)           If Lessee desires either (i) interior changes to the Premises of a structural nature (e.g. relocating interior walls); or (ii) changes to the facade or exterior walls or roof, or (iii) desires the addition of square footage to the Premises (i.e. addition of Medical square footage or Vault square footage) then Lessee shall submit detailed plans and specifications for any proposed alteration or improvement to the Premises for Lessor’s review and approval.  The Lessor shall have the option to approve or deny the request for structural changes in writing within 30 (thirty) days of receipt of such request, in the reasonable discretion of the Lessor.  The failure of the Lessor to disapprove or object to such plans and specifications or any substantial changes therein within said thirty (30) days, shall constitute Lessor’s disapproval of the same.  Subsequent to such approval, minor changes in work or materials not affecting the general character of the improvements need not be approved by Lessor but a copy of the altered plans and specifications reflecting such changes must be promptly given to Lessor.  If approved, the Lessor shall have the option to pay for the changes, or not, in its sole discretion.  If the Lessor chooses to pay for the changes, then the parties shall meet immediately to negotiate an adjustment to the Base Rent to go into effect at the completion of the alterations.  If the Lessor chooses not to pay for the alterations, the Lessee has the option to proceed with the alterations, in its sole discretion and at its expense, without paying any amount of rent for the added square footage for the remaining Original Term, only the expenses attributable to the additional space.

Supervision of Alterations

(c)           All structural changes to the Premises involving load bearing walls which require Lessor’s approval shall be made under the supervision of a licensed architect or licensed structural engineer in accordance with the detailed plans and specifications submitted to Lessor as above provided.

Notices of Non-Responsibility

(d)           Lessee shall provide Lessor with at least twenty (20) days written notice prior to commencing any alteration, addition or change to the Premises requiring Lessor’s approval and Lessor shall have the right to enter the Premises to post Notices of Non-Responsibility as provided by law.

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Quality of Work; Ownership

(e)           All work with respect to any alteration, addition or change must be performed in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit, except during the period of work.  Furthermore, any and all alterations, additions, improvements, and fixtures, except furniture and trade fixtures, made or placed in or on the Premises by Lessee or any other person shall on expiration or sooner termination of this Lease become the property of Lessor and remain on the Premises; provided, however, that Lessor shall have the option on expiration or sooner termination of this Lease of requiring Lessee, at Lessee’s sole cost and expense, to remove any or all such alterations, additions, improvements, or fixtures from the Premises (excluding vaults).  All such changes, alterations, and improvements shall be performed and completed strictly in accordance with the laws and ordinances relating thereto, and in such a manner as not to impede access to the Premises.

Lessee shall not be the cause or object of any liens or allow such liens to exist, attach to, be placed on, or encumber Lessor’s or Lessee’s interest in the Premises, Building, or Real Property by operation of law or otherwise.  Lessee shall not suffer or permit any lien of mechanics, material suppliers, or others to be placed against the Premises, with respect to work or services performed or claimed to have been furnished to Lessee or the Premises.  If any such lien attaches or Lessee receives notice of any such lien, Lessee shall cause the lien to be immediately released and removed of record.  Despite any other provision of this Lease, if the lien is not released and removed within 10 (ten) days after Lessor delivers notice of the lien to Lessee, Lessor may immediately take all action necessary to release and remove the lien, without any duty to investigate the validity of it.  All expenses (including reasonable attorney fees) incurred by Lessor in connection with the lien shall be considered additional rent under this Lease and be immediately due and payable by Lessee.

Additional Requirements

(f)            If Lessee pays for the changes, the following provisions shall apply to such changes:

(i)      The exterior of the improvements shall be compatible with the design and appearance of the Premises as it exists at the time of execution of this Lease.

(ii)     All work required in the construction of the structural changes, including any site preparation work, utility installations as well as actual construction shall be performed only pursuant to a contract entered into by Lessee with a competent general contractor and sub-contractors duly licensed as such under the Laws of the State of California, with proof of adequate liability and workers compensation insurance.

(iii)    The approval by Lessor of any plans and specifications under this paragraph refers only to the conformity of such plans and specifications to the general architectural plan for the Building.  By approving such plans and specifications, Lessor assumes no liability or responsibility therefor and for any defect in any structure constructed from such plans or specifications.

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Inspection by Lessor

Section 4.03.  Lessee shall permit Lessor or his agents to enter into and upon the Premises during business hours for the purpose of inspecting the same, or for the purpose of posting notices of non-responsibility for alterations, additions or repairs or for the purpose of placing upon the property in which the Premises are located any usual or ordinary “for sale” signs, without any rebate of rent and without any liability to Lessee for any loss of occupation or quiet enjoyment of the Premises thereby occasioned.  Lessee shall permit Lessor, at any time within one hundred eighty (180) days prior to the expiration of this Lease, to place upon the Premises any usual or ordinary “to let” or “to lease” signs, provided that such entries made by Lessor hereunder shall not unreasonably interfere with the conduct of Lessee’s business.

Surrender of Premises

Section 4.04.  On expiration or sooner termination of this Lease, or any extensions or renewals of this Lease, Lessee shall promptly surrender and deliver the Premises to Lessor in as good condition as they are on at the date of possession, reasonable wear and tear excepted.

ARTICLE 5.  INDEMNITY AND INSURANCE

Hold-Harmless Clause

Section 5.01.  To the fullest extent permitted by law, Lessee, on its behalf and on behalf of its successors and assignees, waives all claims (in law, equity, or otherwise) against Lessor, its officers, directors, principals, agents, successors, assignees and agent arising out of, knowingly and voluntarily assumes the risk of, and agrees that Lessor shall not be liable to Lessee for any of the following acts or failure to act set forth in paragraphs (a) to (c) below.  Lessor shall not be liable under this clause regardless of whether the liability results from any active or passive act, error, omission, or negligence of any of the Lessor; or is based on claims in which liability without fault or strict liability is imposed or sought to be imposed on any of the Lessor.  This exculpation clause shall not apply to claims against Lessor to the extent that a final judgment of a court of competent jurisdiction establishes that the injury, loss, damage, or destruction was proximately caused by Lessor’s fraud, willful injury to person or property, or violation of law.

(a)           The death or injury of any person or persons, including Lessee or any person who is an employee or agent of Lessee, or by reason of the damage to or destruction of any property, including property owned by Lessee or any person who is an employee or agent of Lessee, and caused or allegedly caused by either the condition of the Premises, or some act or omission of Lessee or of some agent, contractor, employee, servant, sublessee, or concessionaire of Lessee on the Premises;

(b)           Any work performed on the Premises or materials furnished to the Premises at the instance or request of Lessee or any agent or employee of Lessee;

(c)           Lessee’s failure to perform any provision of this Lease or to comply with any requirement imposed on Lessee or the leased Premises by any duly authorized governmental agency or political subdivision.

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Liability Insurance

Section 5.02.  Lessee shall, at its own cost and expense, obtain and maintain during the entire term of this Lease and any renewals or extensions thereof, a broad form comprehensive coverage policy of public liability insurance issued by an insurance company or companies rated by Best as A+ or better and authorized to conduct insurance business in the State of California and insuring Lessee and Lessor against loss or liability caused by or connected with Lessee’s occupation and use of the Premises under this Lease in amounts not less than:

(a)           $1,000,000.00 combined single limit for injury to or death as a result of any accident or incident.

(b)           $2,000,000.00 for damage to or destruction of any property of others.

Such public liability insurance, and property damage insurance shall insure performance by Lessee of the indemnity provisions of Section 5.01 above.  Both parties shall be named as co-insured, and the policy shall contain cross liability endorsements, if available.  The policy shall be primary insurance for all claims under it and provide that any insurance carried by Lessor is strictly excess, secondary, and noncontributing with any insurance carried by Lessee.  Lessee may provide such insurance under a single policy or under one or more separate policies.

Every three (3) years, Lessor may increase the amount of public liability and property damage insurance coverage required hereunder, if at that time the existing coverage is not adequate in the opinion of Lessor’s insurance broker or lender(s).

Fire and Casualty Insurance

Section 5.03.  Lessee shall, at Lessee’s sole cost and expense, at all times during the term hereof, and any extensions thereof, keep all buildings, improvements and other structures on the Premises insured for their full replacement cost against loss or destruction by fire and the perils, including vandalism and malicious mischief, commonly covered under standard extended coverage endorsements in Santa Barbara County, California.  Lessor shall be named as an additional insured on all such policies and the policies shall contain a cross-liability endorsement.

“Full replacement cost” as used herein shall mean the actual cost of replacement for the buildings and other improvements on the Premises, as determined from time to time by Lessor.  Upon notification to Lessee in writing of Lessor’s determination of full replacement cost, Lessee shall, within thirty (30) days of such written notice, increase the amount of the insurance carried to the amount stated in the notice.

Business Interruption Insurance

Section 5.04.  Lessee shall, at all times during the term of this Lease and any extensions thereof, maintain at Lessee’s sole cost and expense a policy of business interruption insurance, ensuring the rent provided for in this Lease will be paid to Lessor for a period not less than one (1) year in the event the Premises are destroyed or damaged so as to render operation of

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Lessee’s business impossible or impractical by any casualty insured against by standard fire and extended coverage insurance.

Lessee’s Personal Property

Section 5.05.  Lessee shall, at all times during the term of this Lease and any extensions thereof, maintain at Lessee’s sole cost and expense an insurance policy issued by a company acceptable to Lessor insuring for their full insurable value all furniture, fixtures, equipment and alterations or improvements made to the Premises by Lessee against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in Santa Barbara County.  Any loss payable under such insurance shall be payable to Lessee and shall be used to repair or replace such furniture, fixtures, equipment and alterations and improvements.

Cancellation Clause

Section 5.06.  Any policy of insurance required to be obtained and maintained by Lessee under this Article shall be written by insurance companies authorized to do business in the State of California.  Each such policy of insurance shall expressly provide that it cannot be cancelled for any reason or altered in any manner unless at least thirty (30) days prior written notice has been given to Lessor by the insurance company.

Deposit of Insurance with Lessor

Section 5.07.  Lessee shall, prior to taking possession of the Premises and promptly thereafter when any such policy is replaced, rewritten, or renewed, deliver to Lessor a true and correct copy of each insurance policy required by this Article of this Lease or a certificate executed by the insurance company or companies or their authorized agent evidencing such policy or policies.

Lessor’s Right to Procure Insurance

Section 5.08.  If at any time Lessee fails to procure or maintain the insurance required by this Article, Lessor may obtain that insurance and pay the premiums on it for the benefit of Lessee.  Any amounts paid by Lessor to procure or maintain insurance pursuant to this section shall be immediately due and repayable to Lessor by Lessee with the next then due installment of rent under this Lease.  Failure to repay at that time any amount expended by Lessor shall be considered the same as a failure to pay rent and a default by Lessee under this Lease.

Lessor’s Indemnity

Section 5.09.  Lessor expressly agrees to indemnify, protect, defend and hold Lessee harmless from all claims arising from any breath or default in the performance of any obligation to be performed by Lessor under the terms of this Lease and from and against all costs, loss, damage, legal expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon.  Notwithstanding anything to the contrary herein, any claim for indemnity brought by the Lessee under this provision shall be limited to Lessor’s interest in the

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Premises, and Lessee shall not have recourse to any other assets of Lessor or to the assets of any partner of Lessor for such claim.

ARTICLE 6.  SIGNS AND TRADE FIXTURES

Installation and Removal of Trade Fixtures

Section 6.01.  Lessee shall have the right at any time and from time to time during the term of this Lease and any renewal or extension of such term, at Lessee’s sole cost and expense, to install and affix in, to, or on the Premises such items, herein called “trade fixtures”, for use in Lessee’s trade or business as Lessee may, in its sole discretion, deem advisable.  Any and all such trade fixtures that can be removed without structural damage to the Premises or any building or improvement on the Premises shall remain the property of the Lessee and may be removed by Lessee at any time or times prior to the expiration or sooner termination of this Lease.

Unremoved Trade Fixtures

Section 6.02.  Any trade fixtures described in this Article that are not removed from the Premises by Lessee within ten (10) days after the expiration or sooner termination, regardless of cause, of this Lease shall be deemed abandoned by Lessee and shall automatically become the property of Lessor as owner of the real property to which they are affixed, unless Lessor notifies Lessee, in writing, of Lessor’s election to have Lessee remove such trade fixtures and to repair any damage caused thereby.  Upon such election by Lessor to require Lessee to remove such trade fixtures, Lessee shall have fifteen (15) days from the date of such notice in which to remove such trade fixtures and repair any damage caused by such removal.  If Lessee fails to remove such trade fixtures and repair any such damage, Lessor may do so at Lessee’s sole cost and expense, including any costs of storing such property.  Such costs and expenses, if incurred by Lessor for Lessee’s benefit, shall be promptly, upon written demand therefor, reimbursed to Lessor by Lessee, together with interest at the maximum rate permitted by law from the date expended by Lessor to the date of reimbursement by Lessee.

Signs

Section 6.03.  Lessee may place and maintain, or permit any other person to place and maintain any sign on the Premises providing such sign is in compliance with then existing governmental regulations.  Lessee may not place any decoration, lettering, or advertising matter on the glass of any exterior show window of the Premises.  Lessee shall maintain such sign at all times during this Lease in good appearance and repair.  On expiration or sooner termination of this Lease, all such signs not removed from the Premises by Lessee on such expiration or termination of this Lease may, without liability, be destroyed by Lessor.

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ARTICLE 7.  DAMAGE, DESTRUCTION OR CONDEMNATION

Duty to Repair or Restore

Section 7.01.  If any improvements, including the buildings and other structures, located on the Premises are damaged or destroyed during the term of this Lease or any extension thereof, the damage shall be repaired as follows:

(a)           If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required to be carried under this Lease, Lessee shall repair that damage as soon as reasonably possible and restore the Premises and improvements to substantially the same condition as existed before the damage or destruction, regardless of whether the insurance proceeds are sufficient to cover the actual cost of repair or restoration.  If insurance required to be carried by Lessee under this Lease has lapsed or not been carried, Lessee shall be solely responsible for the full cost and expense of necessary repairs and restoration.

(b)           If the damage or destruction is caused by a peril against which insurance is not required to be carried by this Lease, Lessor, subject to Lessor’s right to terminate this Lease described in Section 7.02, shall repair that damage as soon as reasonably possible and restore the Premises to substantially the same condition as existed before the damage or destruction.

(c)           Whether the damage of destruction is caused either by a peril against which fire and extended coverage insurance is required by this Lease to be carried or by a peril against which insurance is not required to be carried by this Lease, Lessee expressly waives any right under Civil Code Sections 1931-1933 to terminate this Lease for damage or destruction to the Premises.

Termination of Lease for Certain Losses

Section 7.02.  (a) Notwithstanding any other provision of this Lease, if any improvements located on the Premises are damaged or destroyed to such extent it will cost more than $100,000.00 to repair or replace them, and the damage or destruction is caused by a peril against which insurance is not required to be carried by this Lease, Lessor may terminate this Lease by giving Lessee written notice of the termination.  The notice must be given within sixty (60) days after the occurrence of the damage or destruction.

(b)           Lessee or Lessor shall have the right to terminate this Lease under either of the following circumstances:

(i)      If the Premises are damaged or destroyed from any cause whatsoever, insured or uninsured, and the laws then in effect do not permit the repair or restoration of the Premises provided for in this Article; or

(ii)     If the Premises are damaged or destroyed from any cause whatsoever, insured or uninsured, during the last year of the term of this Lease or any extension thereof (provided Lessee has not elected before the date of damage or destruction to extend the term of this Lease in accordance with Section 1.02).

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(c)           Either party may terminate this Lease by giving written notice of termination to the other party not later than fourteen (14) days after the right to terminate accrues, and such termination shall be effective as of the date of the notice of termination.  In the event of a termination under subsection (b), Lessee shall not be entitled to collect any insurance proceeds attributable to insurance policies covering the Premises or improvements except those proceeds attributable to Lessee’s personal property and trade fixtures.

(d)           If this Lease is terminated pursuant to either subsection (a) or (b) above, the rent and other sums payable by Lessee to Lessor under this Lease shall be prorated as of the termination date.  If any such sums have been paid in advance by Lessee, Lessor shall refund them to Lessee for the unexpired period for which the payment has been made.

Time for Construction of Repairs

Section 7.03.  Any and all repairs and restorations of improvements required by this Article shall be commenced by Lessor or Lessee, as the case may be, within a reasonable time after the occurrence of the damage or destruction requiring the repairs or restoration; shall be diligently pursued after being commenced; and shall be completed within a reasonable time after the loss.  If Lessor is required under this Lease to perform the repairs and restoration, Lessor shall cause the repairs and restoration to be completed within 180 days after the occurrence of the event causing destruction or Lessee shall have the right to terminate this Lease, unless the delays are caused by events outside the control of Lessor.

Insurance Proceeds

Section 7.04.  If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required to be carried and maintained under this Lease by Lessee, the proceeds of insurance shall be paid directly to the parties for the purpose of making the necessary repairs to the Premises as required under this Lease.

Abatement of Rent

Section 7.05.  In the event of repair, replacement or restoration as herein provided, the Base Rent payable under this Lease shall be abated proportionately with the degree to which Lessee’s use of the Premises is impaired, from the date of the damage until completion of repairs plus one (1) calendar month.  Lessee shall not be entitled to any compensation of damages for loss in the use of all or part of the Premises and/or for any inconvenience or annoyance occasioned by such damage, repair, replacement or reconstruction.

Total Condemnation

Section 7.06.  Should, during the term of this Lease or any renewal or extension thereof, title and possession of all of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, this Lease shall terminate as of 12:01 A.M. on the date actual physical possession of the Premises is taken by the agency or entity exercising the power of eminent domain and both Lessor and Lessee shall thereafter be released from all obligations, except those specified in Section 7.10 of this Lease, under this Lease.

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Termination Option for Partial Condemnation

Section 7.07.  Should, during the term of this Lease or any extension thereof, title and possession of only a portion of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, Lessee may, at Lessee’s option, terminate this Lease if more than 35 percent of the floor space or more than 55 percent in value of the Premises is taken under the power of eminent domain.  Lessee shall exercise its option by giving written notice to Lessor within 30 days after actual physical possession of the portion subject to the eminent domain power is taken by the agency or entity exercising that power.  This Lease shall terminate as of 12:01 A.M. on the date the notice is deemed given to Lessor but the rent specified in Article 2 of this Lease shall be reduced in the manner specified in Section 7.08 below from the date of taking to the date of termination of the lease.

Partial Condemnation Without Termination

Section 7.08.  Should Lessee fail to exercise the option described in Section 7.06 of this Lease or should the portion of the Premises taken under the power of eminent domain be insufficient to give rise to the option described in Section 7.07 of this Lease, then, in that event:

(a)           This Lease shall terminate as to the portion of the Premises taken by eminent domain as of 12:01 A.M. on the day, herein called the “date of taking,” actual physical possession of that portion of the Premises is taken by the agency or entity exercising the power of eminent domain;

(b)           The rent specified in Article 2 of this Lease shall, after the date of taking, be reduced by an amount that bears the same ratio to the rent specified in Article 2 of this Lease as the square footage floor space of the portion of said premise taken under the power of eminent domain bears to the total square footage floor space of the Premises as of the date of this Lease; and

(c)           Lessor, at Lessor’s own cost and expense, will remodel and reconstruct the building remaining on the portion of the Premises not taken by eminent domain into a single efficient architectural unit as soon after the date of taking, or before, as can be reasonably done; provided, however, that the rent specified in this Lease shall not be abated or reduced, except as provided in subparagraph (b) of this section, during such remodeling and reconstruction.

Condemnation Award

Section 7.09.  Should, during the term of this Lease or any renewal or extension thereof, title and possession of all or any portion of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, the portion of the compensation or damages for the taking awarded to each of the parties to this Lease, Lessor and Lessee, shall belong to and be the sole property of the party Lessor or Lessee, to whom it is awarded.  Lessee shall be entitled to that portion of the compensation or damages awarded for the eminent domain taking that represents (i) reasonable value of Lessee’s rights under this Lease for the unexpired term of this Lease and (ii) the cost or loss sustained by Lessee because of the removal of Lessee’s trade fixtures, equipment and furnishings from the portion of the Premises taken by eminent domain.

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Arbitration of Condemnation Award

Section 7.10.  Should separate awards not be made to Lessor and Lessee for the taking by eminent domain of all or any portion of the Premises, and should Lessor and Lessee be unable to agree on the manner the total award is to be divided between them pursuant to Section 7.09 of this Lease, the proper division of the award between Lessor and Lessee shall be settled by arbitration as provided in Section 9.03.

Lessee’s Waiver

Section 7.11.  Lessee agrees that its rights to terminate this Lease due to partial condemnation are governed by this Section.  Lessee waives all rights it may have under California Code of Civil Procedure section 1265.13, or otherwise, to terminate this Lease based on a partial condemnation.

ARTICLE 8.  DEFAULT, ASSIGNMENT, AND TERMINATION

Subleasing or Assigning as Breach

Section 8.01.  Lessee shall not encumber, assign, or otherwise transfer this Lease, any right or interest in this Lease, or any right or interest in the Premises or any of the improvements that may now or hereafter be constructed or installed on the Premises without the express written consent of Lessor first had and obtained.  Neither shall Lessee sublet the Premises or any part thereof or allow any other person, other than Lessee’s patrons, agents, servants, and employees, to occupy the Premises or any part thereof without the prior written consent of Lessor.  The consent of Lessor to any assignment of Lessee’s interest in this Lease or the subletting by Lessee of the Premises or parts of the Premises shall not be unreasonably withheld.  A consent by Lessor to one assignment, one subletting, or one occupation of the Premises by another person shall not be deemed to be a consent to any subsequent assignment, subletting, or occupation of the Premises by another person.  Any encumbrance, assignment, transfer, or subletting without the prior written consent of Lessor, whether it be voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of Lessor, terminate this Lease.  Notwithstanding the above, Lessee may assign or sublease the Premises, or portions thereof, to a subsidiary, affiliate or parent of Lessee.  Such permitted assignment shall not relieve Lessee or any person who has personally guaranteed Lessee’s performance of this Lease from any liability under this Lease or any such guarantee.

Lessee’s Default

Section 8.02.  The occurrence of any one or more of the following events shall constitute a default under this Lease by Lessee:

(a)Non-curable Defaults:  (i) The vacation or abandonment of any substantial portion of the Premises by Lessee for a period of five (5) business days or longer;

(ii)     Any involuntary transfer of Lessee’s interest in this Lease or any voluntary transfer, attempted or actual, of Lessee’s interest in this Lease, without Lessor’s prior written consent, in violation of Section 8.01;

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(iii)    If the leasehold interest of Lessee is levied upon under execution or is attached by process of law and said levy or attachment is not promptly released;

(iv)    If:  (1) all or substantially all of the Lessee’s assets are placed in the hands of a receiver or trustee, and such receivership or trusteeship continues for a period of sixty (60) days, or

(2)           if Lessee makes an assignment for the benefit of creditors or is adjudicated a bankrupt, or

(3)           if Lessee institutes any proceedings under any provision of the Bankruptcy Code or under any other act relating to the subject of bankruptcy wherein Lessee seeks to be adjudicated a bankrupt, be discharged of its debts, or effect a plan of liquidation, composition, arrangement or reorganization, or

(4)           if any involuntary proceeding is filed against Lessee under any such bankruptcy laws and Lessee consents thereto or acquiesces therein by pleading or default,

then any such act shall be deemed a breach of this Lease, and neither this Lease nor any interest in and to the Premises shall become an asset in any of such proceedings and, in any such event, and in addition to any and all rights or remedies of Lessor hereunder or provided by law, this Lease shall terminate automatically as of the date on which any one or more of the above-described occurrences takes place.  In such event, it shall be lawful for Lessor to re-enter the Premises and take possession thereof and remove all persons and all of Lessee’s personal property, fixtures, equipment, alterations, improvements and utility installations therefrom, and Lessee shall have no further claim to the Premises or under this Lease.  Nothing contained herein shall limit or prejudice the right of Lessor to recover damages by reason of any such termination equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount is greater, equal to, or less than the amount of damages recoverable under the provisions of this Article.  However, the foregoing provisions in this Article shall be subject to the Bankruptcy Code, as heretofore and hereafter amended.

(b)           Curable Defaults:  (i) The failure by Lessee to make any payment of Basic Rent, Additional Rent or any other payment required to be made by Lessee hereunder as and when due and which shall continue for a period of ten (10) business days after written notice thereof from Lessor to Lessee; provided however, any such notice shall be in lieu of, and not in addition to, any notice required under the California Code of Civil Procedure or any other law, regulation or ordinance; or

(ii)     The failure by Lessee to observe or perform any non-monetary covenants, conditions or provisions of this lease to be observed or performed by Lessee, other than the aforementioned non-curable defaults, within thirty (30) days after Lessee has been given written notice of such failure.  Notwithstanding the foregoing, if Lessee cannot reasonably cure such default within thirty (30) days, Lessee shall not be in default hereunder so long as Lessee commences to cure the default within such thirty (30) day period and thereafter diligently and in good faith pursues such cure to completion.

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Lessors Default

Section 8.03.  (a) Lessor shall be in default if it fails or refuses to perform any provision of this Lease that it is obligated to perform and such failure continues for thirty (30) days after written notice thereof from Lessee detailing such failure.  Notwithstanding the foregoing, if Lessor cannot reasonably cure such default within thirty (30) days, Lessor shall not be in default hereunder so long as Lessor commences to cure the default within such thirty (30) day period and thereafter diligently and in good faith pursues such cure to completion.

(b)           If Lessor is in default hereunder, and as a consequence Lessee recovers a money judgment against Lessor, such judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Lessor in the Premises, and out of rent or other income from such real property receivable by Lessor or out of the consideration received by Lessor from the sale or other disposition of all or any part of Lessor’s right, title, and interest in the Premises.  Neither Lessor, nor any partner, agent, officer, director or employee of Lessor shall be personally liable for any portion of such a judgment.

Abandonment

Section 8.04.  If Lessee vacates or abandons the Premises, this Lease shall continue in effect unless and until expressly terminated by Lessor, and Lessor shall have all of the remedies provided by this Lease or by law, including without limitation, the right to maintain Lessee’s right to possession and to recover Rent as it becomes due hereunder.  Lessor shall not be deemed to have terminated this Lease other than by written notice of termination from Lessor.  At any time subsequent to vacation or abandonment of the Premises by Lessee, Lessor may give notice of termination and shall thereafter have all of the rights hereinafter set forth.

Termination

Section 8.05.  Following the occurrence of any default, Lessor shall have the right, so long as the default continues, to terminate this Lease by written notice to Lessee setting forth:  (a) the default; (b) the requirements to cure it; and (c) a demand for possession, which shall be effective in accordance with the notice provisions specified in Section 9.04.

Possession

Section 8.06.  Following termination under Section 8.05, without prejudice to any other remedies Lessor may have by reason of Lessee’s default or of such termination, Lessor may then or at any time thereafter, (a) peaceably re-enter the Premises, or any part thereof, upon voluntary surrender by Lessee, or expel or remove Lessee therefrom and any other persons occupying them, using such legal proceedings as are then available; (b) repossess and enjoy the Premises, or relet the Premises or any part thereof for such term or terms, which may be for a term extending beyond the Term, at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion shall determine, with the right to make reasonable alterations and repairs to the Premises; and (c) remove all personal property therefrom.  Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future law in the event of

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Lessee’s being evicted or dispossessed for any cause, or in the event of Lessor’s obtaining possession of the Premises, or by reason of the violation by Lessee of any of the items, covenants or conditions, of this Lease, or otherwise.

Recovery

Section 8.07.  Following termination under Section 8.05, Lessor shall have all the rights and remedies of a Lessor provided by Section 1951.2 of the California Civil Code.  The amount of damages which Lessor may recover following termination shall include:  (a) the worth at the time of the award of the unpaid Rent which had been earned at the time of termination; (b) the worth at the time of the award of the amount by which the unpaid Rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (c) the worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of rental loss Lessee proves could be reasonably avoided; and (d) any other amount necessary to compensate Lessor for all detriment proximately caused by Lessee’s failure to perform its obligations under this Lease.  The “worth at the time of the award” of the amounts referred to in (a) and (b) above shall be computed by allowing interest at the maximum rate permitted by law.  The “worth at the time of the award” of the amount referred to in (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one (1%) percent.

Additional Remedies

Section 8.08.  In addition to the foregoing remedies, Lessor shall, so long as this Lease is not terminated, have the right to remedy any default of Lessee, to maintain or improve the Premises without terminating this Lease, to incur expenses on behalf of Lessee in seeking a new sublessee, or to cause a receiver to be appointed to administer the Premises and new or existing subleases, and to add to the Rent payable hereunder all of Lessor’s reasonable costs in so doing, with interest at the maximum rate permitted by law.

Other

Section 8.09.  If Lessee causes or threatens to cause a breach of any of the covenants, agreements, terms or conditions contained in this Lease, Lessor shall be entitled to retain all sums held by Lessor, by any trustee or in any account provided for herein, to enjoin such breach or threatened breach, and to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings and other remedies were not provided for in this Lease.

Cumulative

Section 8.10.  Each right and remedy of Lessor provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease, or now or hereafter existing at law or in equity or by statute or otherwise, and shall not preclude the simultaneous or later exercise by Lessor of any or all other rights or remedies provided for in this Lease or now or hereafter existing in law or in equity or by statute or otherwise.

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No Waiver

Section 8.11.  No failure by Lessor or Lessee to insist upon the strict performance of any term hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach shall constitute a waiver of any such breach or of any such term.  Efforts by Lessor to mitigate the damages caused by Lessee’s breach of this Lease shall not be construed to be a waiver of Lessor’s right to recover damages under this Article.  Nothing in this Article affects the right of Lessor to indemnification by Lessee for liability arising prior to the termination of this Lease for personal injuries or property damage.

Written Action

Section 8.12.  No act or thing done by Lessor or its agents during the Term hereof shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the premises shall be valid unless made in writing and signed by Lessor.  Neither the reference in this Lease to any particular remedy nor the pursuit of any particular remedy shall preclude Lessor from any other remedy Lessor might have, either at law or in equity.

Replacement of Statutory Notice Requirements

Section 8.13.  When this Lease requires service of a notice, that notice shall replace rather than supplement any equivalent or similar statutory notice, including any notices required by Code of Civil Procedure section 1161 or any similar or successor statute.  When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Lease) in the manner required by Section 9.04 shall replace and satisfy the statutory service-of-notice procedures, including those required by Code of Civil Procedure section 1162 or any similar or successor statute.

Continuation of Lease in Effect

Section 8.14.  Lessor shall have the remedy described in Civil Code section 1951.4, which provides that, when a Lessee has the right to sublet or assign (subject only to reasonable limitations), the Lessor may continue the lease in effect after the Lessee’s breach and abandonment and recover Rent as it becomes due.  Accordingly, if Lessor does not elect to terminate this Lease on account of any default by Lessee, Lessor may enforce all of Lessor’s rights and remedies under this Lease, including the night to recover all Rent as it becomes due.

Efforts To Relet

Section 8.15.  For purposes of this Article 8, Lessee’s right to possession shall not be considered to have been terminated by Lessor’s efforts to relet the Premises, by Lessor’s acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Lessor’s interests under this Lease.  This list is merely illustrative of acts that may be performed by Lessor without terminating Lessee’s right to possession.

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ARTICLE 9.  MISCELLANEOUS

Force Majeure - Unavoidable Delays

Section 9.01.  Should the performance of any act required by this Lease to be performed by either Lessor or Lessee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability, not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused; provided, however, that nothing contained in this section shall excuse the prompt payment of rent or other sums by Lessee as required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the party, Lessor or Lessee, required to perform the act.

Attorney’s Fees

Section 9.02.  (a) Should any litigation be commenced between the parties to this Lease concerning the Premises, this Lease, or the rights and duties of either in relation thereto, the party, Lessor or Lessee, prevailing in such litigation shall be entitled, in addition to such other relief as may be granted in the litigation, to a reasonable sum as and for his attorney’s fees in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose.

(b)           If Lessor is made a party defendant to any litigation concerning this Lease or the leased Premises or the occupancy thereof by Lessee, then Lessee shall hold Lessor harmless from all liability by reason of said litigation, including reasonable attorney’s fees and expenses incurred by Lessor in any such litigation, whether or not any such litigation is prosecuted to judgment, provided however, it is agreed between Lessor and Lessee that if the litigation referred to in this Section arises out of no act, fault, or negligence of the Lessee, there shall be no obligation on the part of Lessee to hold harmless the Lessor from said litigation.

(c)           If Lessee breaches any term of this Lease, Lessor may employ an attorney or attorneys to protect Lessor’s rights hereunder, and in the event of such employment following any breach by Lessee, Lessee shall pay Lessor reasonable attorney’s fees and expenses incurred by Lessor, whether or not an action is actually commenced against Lessee by reason of said breach.

Arbitration of Disputes

Section 9.03.  IF ANY DISPUTE ARISES BETWEEN LESSOR AND LESSEE CONCERNING THE PREMISES, ANY PROVISION OF THIS LEASE OR THE RIGHTS AND DUTIES OF EITHER IN REGARD THERETO, THE DISPUTE SHALL BE SETTLED BY ARBITRATION AS PROVIDED IN THIS SECTION.  EACH PARTY SHALL APPOINT AN ARBITRATOR AND GIVE THE OTHER PARTY WRITTEN NOTICE OF THE NAME AND ADDRESS OF ARBITRATOR WITHIN FIVE (5) DAYS AFTER WRITTEN DEMAND TO DO SO HAS BEEN SERVED ON THE PARTY MAKING THE APPOINTMENT BY THE OTHER PARTY TO THIS LEASE.  THE TWO APPOINTED ARBITRATORS SHALL WITHIN TEN (10) DAYS AFTER THEIR

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APPOINTMENT, APPOINT A THIRD ARBITRATOR.  THE WRITTEN DECISION OF ANY TWO OF THE THREE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE ON BOTH PARTIES TO THIS LEASE.  THE ARBITRATORS MAY APPORTION THE COSTS AND EXPENSES OF THE ARBITRATION PROCEEDING, INCLUDING ATTORNEY’S FEES AND ARBITRATION FEES, BETWEEN THE PARTIES TO THIS AGREEMENT IN ANY MANNER DEEMED REASONABLE BY TWO OF THE THREE ARBITRATORS.  THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.

NOTICE:  BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION ABOVE DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MAY HAVE TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.  BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION.  IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.  YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION.

LESSOR’S INITIALS: /s/ LESSEE’S INITIALS: /s/

Notices

Section 9.04.  All notices to be given to Lessee shall be given in writing personally or by depositing the same in the United States mail, postage prepaid, and addressed to Lessee at the Premises, whether or not Lessee has departed from, abandoned or vacated the Premises.  All notices to be given to Lessor shall be given in writing personally or by depositing the same in the United States mail, postage prepaid, and addressed to the Lessor at 316 South Stratford Avenue, Santa Maria, CA, 93454, or such other place or places as may be designated from time to time by Lessor.

No Merger

Section 9.05.  The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate any existing subleases or subtenancies or may, at the option of Lessor, operate as an assignment to it of any of such subleases or subtenancies.

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Binding on Heirs and Successors

Section 9.06.  This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, Lessor and Lessee, but nothing in this section contained shall be construed as a consent by Lessor to any assignment of this Lease or any interest therein by Lessee except as provided in Article 8 of this Lease.

Partial Invalidity

Section 9.07.  Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding.

Sole and Only Agreement

Section 9.08.  This instrument constitutes the sole and only agreement between Lessor and Lessee respecting the Premises, the leasing of the Premises to Lessee, or the lease term herein specified, and correctly sets for the obligations of Lessor and Lessee to each other as of its date.  Any agreements or representations respecting the Premises or their leasing by Lessor to Lessee not expressly set forth in this instrument are null and void.

Waiver

Section 9.09.  The waiver by Lessor of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition herein contained.  The subsequent acceptance of rent hereunder by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant or condition of this Lease other than the failure of the Lessee to pay the particular rental so accepted, regardless of Lessor’s knowledge of such preceding breach at the time of the acceptance of such rent.

Subordination and Non-Disturbance

Section 9.10.  (a) This Lease is subject and subordinate to all mortgages and deeds of trust which may hereafter be placed and recorded on the property of which the Premises are a part and to all renewals, modifications, replacements, and extensions thereof.

(b)           The subordination provided for above is conditioned on and subject to the following:

(i)      For each mortgage or deed of trust, Lessor shall obtain from the mortgagee or beneficiary a non-disturbance agreement in writing that, in the event of foreclosure, or any sale thereunder, this Lease shall not be terminated and Lessee’s right to possession under this Lease shall not be disturbed, provided Lessee is not then in default under this Lease;

(ii)     In consideration of the mortgagee’s or beneficiary’s agreement not to disturb Lessee’s possession as above provided, Lessee hereby agrees to attorn to the purchaser at any foreclosure, sale or other action or proceeding.

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(iii)    The subordination described in this section shall be effective without the necessity of having any further instruments executed by Lessee, but Lessee agrees to execute on demand any such further instruments evidencing subordination that Lessor or any mortgagee or beneficiary may reasonably request.

Time of Essence

Section 9.11.  Time is expressly declared to be the essence of this Lease.

Accord and Satisfaction

Section 9.12.  No payment by Lessee or receipt by Lessor of a lesser amount than the monthly rent stipulated herein or any other sum due hereunder from Lessee to Lessor shall be deemed to be anything other than a payment on account of the earliest sum then due and owing to Lessor.  No endorsement or statement on any check of any letter accompanying any check or payment or payment of any sum(s) due from Lessee to Lessor hereunder shall be deemed to be an accord and satisfaction, and Lessor may accept and negotiate any such payment without prejudice to Lessor’s right to recover the balance of such rent or other sum or to pursue any other remedy provided for in this Lease or by law.

Right of First Refusal to Purchase Leased Premises

Section 9.13.  (a) If at any time during the term of this Lease Lessor receives from any third party a bona fide offer to purchase the Premises at a price and on terms acceptable to Lessor, Lessor shall give written notice of the offer to Lessee.  Within thirty (30) days after Lessor gives Lessee written notice of the third-party offer, Lessee shall have the right to purchase the Premises at the same price and on the same terms and conditions set forth in the third-party offer.  To exercise its right, Lessee must, within the same thirty (30) day period, deposit in escrow with any title company in Santa Barbara County, California, all moneys and instruments required by the terms of the offer to be paid or delivered to Lessor on close of escrow and shall also give Lessor written notice of the deposit.  In the event Lessee fails to exercise the option to purchase in accordance with the provisions of this Section, Lessor may sell the Premises to the third party making the offer on the same terms and conditions set forth in that offer.  If for any reason the Premises are not sold to the party making the offer, Lessor shall give Lessee the same right to purchase the Premises on receiving any subsequent offer from any third party that is acceptable to Lessor.

(b)           Lessee may not assign the rights granted under this section either separately or together with a transfer of Lessee’s leasehold interest, and any purported assignment shall be null and void.

(c)           If this property is sold to any third party during the term of this Lease, then the provisions of this section shall thereafter be of no further force or effect.

Bankruptcy

Section 9.14.  Should a petition in bankruptcy be filed by the Lessee, or should Lessee, during the term hereof, become insolvent or make any assignment for the benefit of creditors, or

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be adjudicated bankrupt or insolvent by any Court, or should a receiver or trustee in bankruptcy be appointed over the business, property and assets of the Lessee, and the Premises herein lease, or take charge of the Premises herein demised, or should this lease, by operation of law, devolve upon or pass to any person or persons other than the Lessee, then upon any of such events, the Lessor may, at its option, re-enter and take possession of these Premises herein leased and remove all persons therefrom and terminate the Lease.

Estoppel Certificate

Section 9.15.  Within ten (10) days following any written request which Lessor may make from time to time, Lessee shall execute, acknowledge and deliver to Lessor a statement certifying:  (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect, or, if there have been modifications hereto, that this Lease is in full force and effect, and stating the date and nature of such modifications; (c) the date to which the Rent and other sums payable under this Lease have been paid; (d) that there are no current defaults under this Lease by either Lessor or Lessee except as specified in Lessee’s statement; and (e) any other information Lessor may reasonably require.  Lessor and Lessee intend that any statement delivered pursuant to this Section may be relied upon by any encumbrancer, ground Lessee, beneficiary, purchaser or prospective purchaser of the Property or any interest therein, as well as any of their assigns.

Transfer Of Lessor’s Interest

Section 9.16.  Lessor has the right to transfer all or part of its interest in the Building and Real Property and in this Lease.  On such a transfer, Lessor shall automatically be released from all liability accruing under this Lease, and Lessee shall look solely to that transferee for the performance of Lessor’s obligations under this Lease after the date of transfer.  Lessor may assign its interest in this Lease to a mortgage lender as additional security.  This assignment shall not release Lessor from its obligations under this Lease, and Lessee shall continue to look to Lessor for the performance of its obligations under this Lease.

Liability Of The Lessor

Section 9.17.  Except as otherwise provided in this Lease or applicable law, for any breach of this Lease the liability of Lessor (including all persons and entities that comprise Lessor, and any successor Lessor) and any recourse by Lessee against Lessor shall be limited to the interest of Lessor and Lessor’s successors in interest in and to the Building and Real Property.  On behalf of itself and all persons claiming by, through, or under Lessee, Lessee expressly waives and releases Lessor from any personal liability for breach of this Lease.

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Executed on the day and date first above written at Santa Maria, California.

LESSEE:

COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC.
a California corporation

by:	/s/ Thomas D. Fogel, M.D.
	THOMAS D. FOGEL, M.D., President
by:	/s/ Jonathan R. Stella, M.D.
	JONATHAN R. STELLA, M.D., Secretary

LESSOR:

SANTA MARIA BUILDING PARTNERSHIP
a California general partnership
by:	/s/ Peter K. Sien, M.D.
	PETER K. SIEN, M.D., Managing Partner

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EXHIBIT A

PARCEL 1:

AN UNDIVIDED INTEREST IN LOT 3 OF STRATFORD COURT NO 2, TRACT 5164, IN THE CITY OF SANTA MARIA, COUNTY OF SANTA BARBARA, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED IN BOOK 92, PAGES 10 AND 11 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

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EX-10.43

Exhibit 10.43

LEASE AGREEMENT

BY THIS LEASE dated February 1, 2001, TROC BUILDING PARTNERSHIP, a California general partnership, herein called “Lessor,” leases to COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation, herein called “Lessee,” that certain real property, herein called “the Premises,” in the County of San Luis Obispo, State of California, commonly known as 274 Heather Court, Templeton, California, and more particularly described in Exhibit A, attached hereto.

ARTICLE 1. TERM OF LEASE

Original Term

Section 1.01This Lease shall be for a term of fifteen (15) years, commencing on February 1, 2001, and ending on January 31, 2016.

Extended Term

Section 1.02Should Lessee perform all the terms and conditions of this Lease and provided Lessee is not then in default under the terms of this Lease, Lessee may extend this Lease for two (2) additional, separate terms of ten (10) years each, commencing on expiration of the preceding term, by giving Lessor written notice of Lessee’s desire to extend the term hereof not less than one hundred eighty (180) days prior to expiration of the preceding term.  This option to extend the term of this Lease is personal to Lessee and may not be transferred by Lessee without Lessor’s prior written consent.

Hold Over

Section 1.03Should Lessee hold over and continue in possession of the Premises after expiration of the term of this Lease or any extension thereof, Lessee’s continued occupancy of the Premises shall be considered a month-to-month tenancy subject to all the terms and conditions of this Lease, except that the base rent shall be in an amount equal to 100% of the last monthly rent.  If Lessee fails to surrender the Premises upon the expiration of this Lease, Lessee shall indemnify and hold Lessor harmless from all loss or liability, including without limitation, any claims made by any succeeding tenant founded on or resulting from such failure to surrender.

ARTICLE 2. RENT

Base Rent

Section 2.01For the first year of the term hereof, Lessee agrees to pay to Lessor a fixed rental for the use and occupancy of the Premises of Thirteen Thousand Two Hundred Eleven Dollars ($13,211.00) per month, payable on the first (1st) day of each and every calendar month commencing on February 1, 2001, at 316 S.  Stratford Avenue, Santa Maria, CA 93454, or at such other place or places as Lessor may from time to time designate by written notice delivered to Lessee.

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Rent Adjustment

Section 2.02The Base Rent provided for in Section 2.01 above shall be increased by three percent (3%) one year after the commencement of the term hereof and annually thereafter on the same date each calendar year until June 1, 2007.  Commencing on June 1, 2007 the Base Rent shall be reduced to Nine Thousand Three Hundred Fifty Two Dollars ($9,352.00) per month.  On June 1 of each calendar year thereafter, including any exercised options to extend (“the adjustment date”) the Base Rent shall be adjusted by three percent (3%) per year.

Base Rent for Extension Terms

(a)In the event Lessee timely exercises its option to extend the lease term under Section 1.02 above, then within fifteen (15) days of Lessee’s written notice to Lessor of Lessee’s exercise of such option, Lessor and Lessee shall meet to establish the Base Rent for the first year of the Extension Term (“Rent Meeting”).  The Base Rent per square foot of leaseable area in the Premises for the first year of each extension term shall be the fair market rental value of the Premises, determined in accordance with the following formula:

Vault Sq. Ft. X (Market Rent x 2.67) + Medical Sq. Ft X (Market Rent)
(divided by) total leaseable square footage

= Base Rent per square foot

As used in the above formula, “Vault Sq. Ft.” means the total square footage of the treatment vaults, other than any treatment vaults added at the Lessee’s cost and expense.  “Market Rent” is the current fair market rent per square foot for medical office space in the County of San Luis Obispo, California on a triple net basis.  This space will be leased (not subleased) and will be comparable in size, location and quality to the Premises.  “Medical Sq. Ft” refers to all leaseable space in the Premises other than Vault Sq. Ft. “Total leaseable square footage” shall be the total leaseable square footage in the Premises determined by survey.

In the event that the parties cannot agree on the Market Rent for the first year of an extension term, then within ten (10) days after the Rent Meeting, Lessor and Lessee shall each specify in writing to the other party its determination of such Market Rent Rate.  If either party fails to submit its written determination in accordance with this Section, the Base Rent for the extension term shall be the determination submitted by the other party.

(b)Within ten (10) days after the parties have exchanged written determinations, Lessor and Lessee shall mutually select three commercial realtors within the County of San Luis Obispo to determine the Market Rent.  Each such realtor shall (i) be disinterested; (ii) be qualified to determine the fair market rental rates for real estate similar to the Premises; and (iii) have been actively engaged in the leasing of comparable medical space in the County of San Luis Obispo for a period of not less than five (5) continuous years immediately preceding his or her appointment.  If Lessor and Lessee are unable to mutually select three such commercial realtors, then either party, on behalf of both, may request such appointment by the President of the local chapter of the California Realtors Association.  If such Association is not then in existence, either party, on behalf of both, may request such appointment by the presiding judge of the Superior Court of the Judicial District in which the property is located.  Each such realtor

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shall submit their respective determinations of Market Rent for the area in writing to both parties and shall provide the basis for such determination.

(c)The average of the three written determinations of Market Rent prepared by the realtors so selected shall be utilized to determine the Base Rent of the Premises for the initial year of the extension term.  The costs of the three realtors’ services shall be shared equally by the parties.  The decision of the realtors shall be binding upon the Lessor and Lessee.

(d)In the event that the parties have not agreed on the Market Rent or the realtors have not been selected and the Market Rent determined before the commencement of the extension term, Lessee shall continue to pay the same lease rate in effect at the end of the lease year immediately preceding the commencement of the extension term.  Lessee shall pay such sum as Base Rent until the initial Base Rent for the extension term is determined, at which time Lessee shall promptly pay Lessor any additional rent due by reason of any increase in the Base Rent during the extension term over the Base Rent previously paid by Lessee.  If the Base Rent actually paid by Lessee during this period is ultimately determined to be more than the revised Base Rent as finally determined as above provided, any such over payment shall constitute a credit against the revised Base Rent, and that credit shall be applied to the following month or months until such credit is exhausted.

(e)The Base Rent as above determined shall be subject to increase at the end of the first lease year of the extension term in the same manner as provided in Section 2.02 above.

Taxes, Utilities and Operating Expenses as Additional Rent

Section 2.03In addition to the rent specified in Sections 2.01 and 2.02 above, Lessee shall pay, as additional rent, all Utilities, Insurance, Personal and Real Property Taxes and Operating Expenses directly to the vendor or creditor for such items, or otherwise as set forth in this Section 2.03.  If Lessee fails to pay any such amount, Lessor may in its sole discretion, advance monies to pay such items, and demand reimbursement in full from Lessee (referred to as “additional rent” herein), including without limitation any cost, expense, assessment or charge, as well as interest as provided in this Lease.

Utilities

(a)Lessee shall pay, and hold Lessor and the property of Lessor including the Premises, free and harmless from, all charges for the furnishing of gas, water, sewer, electricity, telephone service, garbage and trash removal and other public utilities during the entire term of this Lease or any extension thereof.  All such charges shall be paid by Lessee directly to the provider of the service and shall be paid as they become due and payable but in any event before delinquency.

Lessee agrees that Lessor shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services) or for diminution in the quality or quantity of any service when the failure, delay, or diminution is entirely or partially caused by:

(i)Breakage repairs, replacements, or improvements;

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(ii)Strike, lockout, or other labor trouble;

(iii)Inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort to do so;

(iv)Accident or casualty;

(v)Act or default of Lessee or other parties; or

(vi)Any other cause beyond Lessor’s reasonable control.

Such failure, delay, or diminution shall not be considered to constitute an eviction or a disturbance of Lessee’s use and possession of the Premises or relieve Lessee from paying rent or performing any of its obligations under this Lease.  Lessor shall not be liable under any circumstances for a loss of or injury to property or for injury to or interference with Lessee’s business, including loss of profits through, in connection with, or incidental to a failure to furnish any of the utilities or services under this Section 2.03.  Lessor may comply with mandatory or voluntary controls or guidelines promulgated by any government entity relating to the use or conservation of energy, water, gas, light, or electricity or the reduction of automobile or other emissions without creating any liability of Lessor to Lessee under this Lease as long as compliance with voluntary controls or guidelines does not materially and unreasonably interfere with Lessee’s use of the Premises.

Personal Property Taxes

(b)Lessee shall pay before they become delinquent all taxes, assessments and other charges levied or imposed by any governmental entity on the furniture, trade fixtures, equipment and other personal property placed by Lessee in, on or about the Premises.

Real Property Taxes

(c)Lessee shall pay all real property taxes and general and special assessments on the Premises, including any increases in such taxes and assessments, before they become delinquent.

The real property taxes and assessments levied against the Premises for the first and last years of the term hereof shall be prorated between Lessor and Lessee for purposes of this section as of 12:01 A.M.  on the date of commencement and termination respectively of this Lease.

Lessee shall have the right, at Lessee’s sole cost and expense, to protest or contest in good faith the amount of any tax or assessment.  As a condition precedent to Lessee’s right to protest such taxes or assessments, Lessee shall either pay the disputed amount and file for refund or deposit with Lessor the disputed amount plus one (1) years interest at the rate then charged by said county plus any estimated penalty which Lessor may incur by non-payment.  Upon such payment or deposit, Lessor shall cooperate with Lessee in prosecuting such dispute.

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Operating Expenses

(d)Lessee shall pay all Operating Expenses attributable to the occupation and use of the Premises.

The term “Operating Expenses” as used in this Lease shall mean all expenses, costs and fees attributable to Lessee’s use and occupancy of the Premises under this Lease, including but not limited to:

(i)Miscellaneous operating costs, maintenance, security services, replacement for normal wear and tear, repair, re-striping and resurfacing of paving, insurance (including public liability and property damage, rent continuation, boiler and machinery and extended coverage insurance), and cleaning of the Premises and all parts thereof and all furnishings, fixtures and equipment therein.  The term “Operating Expenses” shall include the annual amortization of costs (including financing at the then prevailing rate, if any) of any improvements, equipment, or devices required by any governmental authority or incurred as a labor saving measure or to reduce operation or maintenance expenses with respect to the Premises where such costs are amortized over the useful life thereof.

(ii)Operating Expenses shall also include licenses, permits, charges and assessments which are levied, assessed, imposed or collected by any governmental authority or improvement or assessment district during any calendar year with respect to the Premises and Lessee’s use and occupancy of the Premises and the land on which the premises are located, and any improvements, fixtures, equipment and other property of Lessor, real or personal, used in connection with the operation or maintenance of the Premises (computed on a cash basis or as if paid in permitted installments regardless of whether actually so paid), as well as any tax which shall be levied or assessed in addition to or in lieu of any tax described in Sections 2.03 (b) or (c) above (it being acknowledged that because of the passage of laws which limit increases in property taxes, government agencies may impose fees, charges, assessments or other levies in connection with services previously furnished without charge or at a lesser charge and which were previously paid for in whole or in part, directly or indirectly by real property taxes), any gross excise tax or other similar tax, and any costs or expenses of contesting any such taxes, licenses, charges or assessments, but excluding any federal or state income or gift tax or any franchise, capital stock, estate or Inheritance taxes.

Late Charges

Section 2.04If any installment of rent or other payment required to be paid by Lessee to Lessor is not paid within ten (10) days of the date on which it is due, a late charge equal to five percent (5%) of the late payment shall be due from Lessee to Lessor to compensate Lessor for the additional administrative work caused by such default and to compensate Lessor for the loss of use of such defaulted payment.  The late charge herein shall be in addition to any other remedy which Lessor may have hereunder for such default.

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Interest on Late Payments

Section 2.05If any payment required to be paid by Lessee to Lessor is not paid within ten (10) days of the date on which it is due, such payment shall bear interest at the maximum rate permitted by law from the date it became due until it is paid by Lessee to Lessor.

ARTICLE 3. USE OF PREMISES

Permitted Use

Section 3.01The Premises shall, during the term of this Lease and any extensions thereof, be used for conducting a medical and radiation oncology business, for related activities and for no other purpose without the prior written consent of Lessor.

Insurance Hazards

Section 3.02Lessee shall not commit or permit the commission of any acts on the Premises nor use or permit the use of the Premises in any manner that will increase the existing rates for or cause the cancellation of any fire, liability, or other insurance policy insuring the Premises or the improvements on the Premises.

Waste or Nuisance

Section 3.03Lessee shall not commit or permit the commission by others of any waste on the Premises; Lessee shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 of the California Civil Code on the Premises; and Lessee shall not use or permit the use of the Premises for any unlawful purpose.

Hazardous Materials

Section 3.04Lessee warrants and represents that during the term hereof, and any extensions thereof, Lessee shall not use the Premises in any manner that would be in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on, under or about the Premises, including but not limited to soil and groundwater conditions.  Lessee shall not use, generate, manufacture, produce, store or dispose of on, under or about the Premises any hazardous materials, including without limitation, flammable materials, explosives, asbestos, radioactive materials, hazardous wastes, toxic substances or related injurious materials, whether injurious by themselves or in combination with other materials, other than such materials as may be necessary for Lessee’s normal operations on the Premises.  Lessee shall not dispose of or permit the disposal of any hazardous materials into the sewer system serving the Premises.

As used in this Section 3.04, the term “Hazardous Material” shall mean any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any local government authority having jurisdiction over the Building.  Hazardous Material includes:

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(a)Any “hazardous substance,” as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601-9675);

(b)“Hazardous waste,” as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code sections 6901-6992k);

(c)Any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect);

(d)Petroleum products;

(e)Radioactive material, including any source, special nuclear, or byproduct material as defined in 42 United States Code sections 2011-2297g-4;

(f)Asbestos in any form or condition; and

(g)Polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs.

If, during the Lease Term (including any extensions), Lessee becomes aware of (i) any actual or threatened release of any Hazardous Material on, under, or about the Premises or the Building or (ii) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material on, under, or about the Premises or the Building, Lessee shall give Lessor written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to Lessor copies of any claims, notices of violation, reports, or other writings received by Lessee that concern the release or investigation.

Lessee shall, at Lessee’s sole expense and with counsel reasonably acceptable to Lessor, indemnify, defend, and hold harmless Lessor and Lessor’s shareholders; directors, officers, employees, partners, affiliates, agents, successors, and assigns with respect to all losses arising out of or resulting from the release of any Hazardous Material in or about the Premises or the Building, or the violation of any Environmental Law, by Lessee or Lessee’s agents, assignees, sublessees, contractors, or invitees.  This indemnification applies whether or not the concentrations of any such Hazardous Material is material, the concentrations exceed state or federal maximum contaminant or action levels, or any governmental agency has issued a cleanup order.  This indemnification includes:

(1)Losses attributable to diminution in the value of the Premises or the Building;

(2)Loss or restriction of use of rentable space in the Building;

(3)Adverse effect on the marketing of any space in the Building; and

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(4)All other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, orders, or judgements), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release or violation.

This indemnification shall survive the expiration or termination of this Lease.

If the presence of any Hazardous Material brought onto the Premises or the Building by Lessee or Lessee’s employees, agents, contractors, or invitees results in contamination of the Building, Lessee shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Lessee’s sole expense, to return the Premises or the Building to the condition that existed before the introduction of such Hazardous Material.  Lessee shall first obtain Lessor’s approval of the proposed removal or remedial action.  This provision does not limit the indemnification obligation set forth in Section 3.04.

Compliance With Law

Section 3.05Lessee shall at Lessee’s own cost and expense comply with all statutes, ordinances, regulations, existing use permits and requirements of all governmental entities, both federal and state and county or municipal, relating to Lessee’s use and occupancy of the Premises whether such statutes, ordinances, regulations, and requirements be now in force or hereinafter enacted.  The judgment of any court of competent jurisdiction, or the admission by Lessee in a proceeding brought against Lessee by any government entity, that Lessee has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Lessor and Lessee and shall be grounds for termination of this Lease by Lessor.  Lessor agrees that any requirements of the Municipal, State, or Federal authorities which require alteration of Lessor’s building shall not be the responsibility of Lessee, unless required because of an act of Lessee or a use of the Premises by Lessee.

ARTICLE 4. ALTERATIONS AND REPAIRS

Maintenance

Section 4.01Lessee shall at his own cost and expense keep and maintain all portions of the Premises as well as all improvements on the Premises and all facilities appurtenant to the Premises, including but not limited to electrical, plumbing, heating and air conditioning, sewage systems, roof and outer walls in good order and repair and in as safe and clean a condition as they were when received by Lessee from Lessor, reasonable wear and tear excepted.

Should Lessee fail to maintain the Premises as set forth above, Lessor may, at Lessor’s option, perform or contract for the performance of such maintenance for and on behalf of Lessee.  In such event, Lessee shall promptly on written demand of Lessor reimburse Lessor for all cost and expense incurred by Lessor in performing Lessee’s obligations hereunder plus interest at the maximum rate permitted by law from the date expended by Lessor to the date of repayment by Lessee.

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Alterations and Liens

Section 4.02          Lessor and Lessee agree that from time to time during the term of this Lease, Lessee may desire alterations, changes and additions in and to the interior of the Premises and to the Building that are necessary or convenient to the operation of its business at the Premises.

Non-structural Changes

(a)           Lessee may, at its own expense, make nonstructural changes to the interior of the Premises (eg. revisions to interior decor, carpeting, painting, wall covering, etc.) provided that the value of the Premises shall not be diminished thereby.  Further provided, that any non-structural changes exceeding $5,000 in total cost must first be approved by the Lessor prior to commencement of such changes.

Structural Changes

(b)           If Lessee desires either (i) interior changes to the Premises of a structural nature (eg.  relocating interior walls); or (ii) changes to the facade or exterior walls or roof, or (iii) desires the addition of square footage to the Premises (i.e.  addition of Medical square footage or Vault square footage) then Lessee shall submit detailed plans and specifications for any proposed alteration or improvement to the Premises for Lessor’s review and approval.  The Lessor shall have the option to approve or deny the request for structural changes in writing within 30 (thirty) days of receipt of such request, in the reasonable discretion of the Lessor.  The failure of the Lessor to disapprove or object to such plans and specifications or any substantial changes therein within said thirty (30) days, shall constitute Lessor’s disapproval of the same.  Subsequent to such approval, minor changes in work or materials not affecting the general character of the improvements need not be approved by Lessor but a copy of the altered plans and specifications reflecting such changes must be promptly given to Lessor.  If approved, the Lessor shall have the option to pay for the changes, or not, in its sole discretion.  If the Lessor chooses to pay for the changes, then the parties shall meet immediately to negotiate an adjustment to the Base Rent to go into effect at the completion of the alterations.  If the Lessor chooses not to pay for the alterations, the Lessee has the option to proceed with the alterations, in its sole discretion and at its expense, without paying any amount of rent for the added square footage for the remaining Original Term, only the expenses attributable to the additional space.

Supervision of Alterations

(c)           All structural changes to the Premises involving load bearing walls which require Lessor’s approval shall be made under the supervision of a licensed architect or licensed structural engineer in accordance with the detailed plans and specifications submitted to Lessor as above provided.

Notices of Non-Responsibility

(d)           Lessee shall provide Lessor with at least twenty (20) days written notice prior to commencing any alteration, addition or change to the Premises requiring Lessor’s approval and

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Lessor shall have the right to enter the Premises to post Notices of Non-Responsibility as provided by law.

Quality of Work; Ownership

(e)           All work with respect to any alteration, addition or change must be performed in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit, except during the period of work.  Furthermore, any and all alterations, additions, improvements, and fixtures, except furniture and trade fixtures, made or placed in or on the Premises by Lessee or any other person shall on expiration or sooner termination of this Lease become the property of Lessor and remain on the Premises; provided, however, that Lessor shall have the option on expiration or sooner termination of this Lease of requiring Lessee, at Lessee’s sole cost and expense, to remove any or all such alterations, additions, improvements, or fixtures from the Premises (excluding vaults).  All such changes, alterations, and improvements shall be performed and completed strictly in accordance with the laws and ordinances relating thereto, and in such a manner as not to impede access to the Premises.

Lessee shall not be the cause or object of any liens or allow such liens to exist, attach to, be placed on, or encumber Lessor’s or Lessee’s interest in the Premises, Building, or Real Property by operation of law or otherwise.  Lessee shall not suffer or permit any lien of mechanics, material suppliers, or others to be placed against the Premises, with respect to work or services performed or claimed to have been furnished to Lessee or the Premises.  If any such lien attaches or Lessee receives notice of any such lien, Lessee shall cause the lien to be immediately released and removed of record.  Despite any other provision of this Lease, if the lien is not released and removed within 10 (ten) days after Lessor delivers notice of the lien to Lessee, Lessor may immediately take all action necessary to release and remove the lien, without any duty to investigate the validity of it.  All expenses (including reasonable attorney fees) incurred by Lessor in connection with the lien shall be considered additional rent under this Lease and be immediately due and payable by Lessee.

Additional Requirements

(f)            If Lessee pays for the changes, the following provisions shall apply to such changes:

(i)            The exterior of the improvements shall be compatible with the design and appearance of the Premises as it exists at the time of execution of this Lease.

(ii)           All work required in the construction of the structural changes, including any site preparation work, utility installations as well as actual construction shall be performed only pursuant to a contract entered into by Lessee with a competent general contractor and sub-contractors duly licensed as such under the Laws of the State of California, with proof of adequate liability and workers compensation insurance.

(iii)          The approval by Lessor of any plans and specifications under this paragraph refers only to the conformity of such plans and specifications to the general architectural plan for the Building.  By approving such plans and specifications, Lessor assumes no liability or

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responsibility therefor and for any defect in any structure constructed from such plans or specifications.

Inspection by Lessor

Section 4.03          Lessee shall permit Lessor or his agents to enter into and upon the Premises during business hours for the purpose of inspecting the same, or for the purpose of posting notices of non-responsibility for alterations, additions or repairs or for the purpose of placing upon the property in which the Premises are located any usual or ordinary “for sale” signs, without any rebate of rent and without any liability to Lessee for any loss of occupation or quiet enjoyment of the Premises thereby occasioned.  Lessee shall permit Lessor, at any time within one hundred eighty (180) days prior to the expiration of this Lease, to place upon the Premises any usual or ordinary “to let” or “to lease” signs, provided that such entries made by Lessor hereunder shall not unreasonably interfere with the conduct of Lessee’s business.

Surrender of Premises

Section 4.04          On expiration or sooner termination of this Lease, or any extensions or renewals of this Lease, Lessee shall promptly surrender and deliver the Premises to Lessor in as good condition as they are on at the date of possession, reasonable wear and tear excepted.

ARTICLE 5. INDEMNITY AND INSURANCE

Hold-Harmless Clause

Section 5.01          To the fullest extent permitted by law, Lessee, on its behalf and on behalf of its successors and assignees, waives all claims (in law, equity, or otherwise) against Lessor, its officers, directors, principals, agents, successors, assignees and agent arising out of, knowingly and voluntarily assumes the risk of, and agrees that Lessor shall not be liable to Lessee for any of the following acts or failure to act set forth in paragraphs (a) to (c) below.  Lessor shall not be liable under this clause regardless of whether the liability results from any active or passive act, error, omission, or negligence of any of the Lessor; or is based on claims in which liability without fault or strict liability is imposed or sought to be imposed on any of the Lessor.  This exculpation clause shall not apply to claims against Lessor to the extent that a final judgment of a court of competent jurisdiction establishes that the injury, loss, damage, or destruction was proximately caused by Lessor’s fraud, willful injury to person or property, or violation of law.

(a)           The death or injury of any person or persons, including Lessee or any person who is an employee or agent of Lessee, or by reason of the damage to or destruction of any property, including property owned by Lessee or any person who is an employee or agent of Lessee, and caused or allegedly caused by either the condition of the Premises, or some act or omission of Lessee or of some agent, contractor, employee, servant, sublessee, or concessionaire of Lessee on the Premises;

(b)           Any work performed on the Premises or materials furnished to the Premises at the instance or request of Lessee or any agent or employee of Lessee;

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(c)           Lessee’s failure to perform any provision of this Lease or to comply with any requirement imposed on Lessee or the leased Premises by any duly authorized governmental agency or political subdivision.

Liability Insurance

Section 5.02          Lessee shall, at its own cost and expense, obtain and maintain during the entire term of this Lease and any renewals or extensions thereof, a broad form comprehensive coverage policy of public liability insurance issued by an insurance company or companies rated by Best as A+ or better and authorized to conduct insurance business in the State of California and insuring Lessee and Lessor against loss or liability caused by or connected with Lessee’s occupation and use of the Premises under this Lease in amounts not less than:

(a)           $1,000,000.00 combined single limit for injury to or death as a result of any accident or incident.

(b)           $2,000,000.00 for damage to or destruction of any property of others.

Such public liability insurance, and property damage insurance shall insure performance by Lessee of the indemnity provisions of Section 5.01 above.  Both parties shall be named as co-insured, and the policy shall contain cross liability endorsements, if available.  The policy shall be primary insurance for all claims under it and provide that any insurance carried by Lessor is strictly excess, secondary, and noncontributing with any insurance carried by Lessee.  Lessee may provide such insurance under a single policy or under one or more separate policies.

Every three (3) years, Lessor may increase the amount of public liability and property damage insurance coverage required hereunder, if at that time the existing coverage is not adequate in the opinion of Lessor’s insurance broker or lender(s).

Fire and Casualty Insurance

Section 5.03          Lessee shall, at Lessee’s sole cost and expense, at all times during the term hereof, and any extensions thereof, keep all buildings, improvements and other structures on the Premises insured for their full replacement cost against loss or destruction by fire and the perils, including vandalism and malicious mischief, commonly covered under standard extended coverage endorsements in San Luis Obispo County, California.  Lessor shall be named as an additional insured on all such policies and the policies shall contain a cross-liability endorsement.

“Full replacement cost” as used herein shall mean the actual cost of replacement for the buildings and other improvements on the Premises, as determined from time to time by Lessor.  Upon notification to Lessee in writing of Lessor’s determination of full replacement cost, Lessee shall, within thirty (30) days of such written notice, increase the amount of the insurance carried to the amount stated in the notice.

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Business Interruption Insurance

Section 5.04          Lessee shall, at all times during the term of this Lease and any extensions thereof, maintain at Lessee’s sole cost and expense a policy of business interruption insurance, ensuring the rent provided for in this Lease will be paid to Lessor for a period not less than one (1) year in the event the Premises are destroyed or damaged so as to render operation of Lessee’s business impossible or impractical by any casualty insured against by standard fire and extended coverage insurance.

Lessee’s Personal Property

Section 5.05          Lessee shall, at all times during the term of this Lease and any extensions thereof, maintain at Lessee’s sole cost and expense an insurance policy issued by a company acceptable to Lessor insuring for their full insurable value all furniture, fixtures, equipment and alterations or improvements made to the Premises by Lessee against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in San Luis Obispo County.  Any loss payable under such insurance shall be payable to Lessee and shall be used to repair or replace such furniture, fixtures, equipment and alterations and improvements.

Cancellation Clause

Section 5.06          Any policy of insurance required to be obtained and maintained by Lessee under this Article shall be written by insurance companies authorized to do business in the State of California.  Each such policy of insurance shall expressly provide that it cannot be cancelled for any reason or altered in any manner unless at least thirty (30) days prior written notice has been given to Lessor by the insurance company.

Deposit of Insurance with Lessor

Section 5.07          Lessee shall, prior to taking possession of the Premises and promptly thereafter when any such policy is replaced, rewritten, or renewed, deliver to Lessor a true and correct copy of each insurance policy required by this Article of this Lease or a certificate executed by the insurance company or companies or their authorized agent evidencing such policy or policies.

Lessor’s Right to Procure Insurance

Section 5.08          If at any time Lessee fails to procure or maintain the insurance required by this Article, Lessor may obtain that insurance and pay the premiums on it for the benefit of Lessee.  Any amounts paid by Lessor to procure or maintain insurance pursuant to this section shall be immediately due and repayable to Lessor by Lessee with the next then due installment of rent under this Lease.  Failure to repay at that time any amount expended by Lessor shall be considered the same as a failure to pay rent and a default by Lessee under this Lease.

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Lessor’s Indemnity

5.09.       Lessor expressly agrees to indemnify, protect, defend and hold Lessee harmless from all claims arising from any breach or default in the performance of any obligation to be performed by Lessor under the terms of this Lease and from and against all costs, loss, damage, legal expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon.  Notwithstanding anything to the contrary herein, any claim for indemnity brought by the Lessee under this provision shall be limited to Lessor’s interest in the Premises, and Lessee shall not have recourse to any other assets of Lessor or to the assets of any partner of Lessor for such claim.

ARTICLE 6. SIGNS AND TRADE FIXTURES

Installation and Removal of Trade Fixtures

Section 6.01          Lessee shall have the right at any time and from time to time during the term of this Lease and any renewal or extension of such term, at Lessee’s sole cost and expense, to install and affix in, to, or on the Premises such items, herein called “trade fixtures”, for use in Lessee’s trade or business as Lessee may, in its sole discretion, deem advisable.  Any and all such trade fixtures that can be removed without structural damage to the Premises or any building or improvement on the Premises shall remain the property of the Lessee and may be removed by Lessee at any time or times prior to the expiration or sooner termination of this Lease.

Unremoved Trade Fixtures

Section 6.02          Any trade fixtures described in this Article that are not removed from the Premises by Lessee within ten (10) days after the expiration or sooner termination, regardless of cause, of this Lease shall be deemed abandoned by Lessee and shall automatically become the property of Lessor as owner of the real property to which they are affixed, unless Lessor notifies Lessee, in writing, of Lessor’s election to have Lessee remove such trade fixtures and to repair any damage caused thereby.  Upon such election by Lessor to require Lessee to remove such trade fixtures, Lessee shall have fifteen (15) days from the date of such notice in which to remove such trade fixtures and repair any damage caused by such removal.  If Lessee fails to remove such trade fixtures and repair any such damage, Lessor may do so at Lessee’s sole cost and expense, including any costs of storing such property.  Such costs and expenses, if incurred by Lessor for Lessee’s benefit, shall be promptly, upon written demand therefor, reimbursed to Lessor by Lessee, together with interest at the maximum rate permitted by law from the date expended by Lessor to the date of reimbursement by Lessee.

Signs

Section 6.03          Lessee may place and maintain, or permit any other person to place and maintain any sign on the Premises providing such sign is in compliance with then existing governmental regulations.  Lessee may not place any decoration, lettering, or advertising matter on the glass of any exterior show window of the Premises.  Lessee shall maintain such sign at all times during this Lease in good appearance and repair.  On expiration or sooner termination of

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this Lease, all such signs not removed from the Premises by Lessee on such expiration or termination of this Lease may, without liability, be destroyed by Lessor.

ARTICLE 7. DAMAGE, DESTRUCTION OR CONDEMNATION

Duty to Repair or Restore

Section 7.01          If any improvements, including the buildings and other structures, located on the Premises are damaged or destroyed during the term of this Lease or any extension thereof, the damage shall be repaired as follows:

(a)           If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required to be carried under this Lease, Lessee shall repair that damage as soon as reasonably possible and restore the Premises and improvements to substantially the same condition as existed before the damage or destruction, regardless of whether the insurance proceeds are sufficient to cover the actual cost of repair or restoration.  If insurance required to be carried by Lessee under this Lease has lapsed or not been carried, Lessee shall be solely responsible for the full cost and expense of necessary repairs and restoration.

(b)           If the damage or destruction is caused by a peril against which insurance is not required to be carried by this Lease, Lessor, subject to Lessor’s right to terminate this Lease described in Section 7.02, shall repair that damage as soon as reasonably possible and restore the Premises to substantially the same condition as existed before the damage or destruction.

(c)           Whether the damage of destruction is caused either by a peril against which fire and extended coverage insurance is required by this Lease to be carried or by a peril against which insurance is not required to be carried by this Lease, Lessee expressly waives any right under Civil Code Sections 1931-1933 to terminate this Lease for damage or destruction to the Premises.

Termination of Lease for Certain Losses

Section 7.02          (a)  Notwithstanding any other provision of this Lease, if any improvements located on the Premises are damaged or destroyed to such extent it will cost more than $100,000.00 to repair or replace them, and the damage or destruction is caused by a peril against which insurance is not required to be carried by this Lease, Lessor may terminate this Lease by giving Lessee written notice of the termination.  The notice must be given within sixty (60) days after the occurrence of the damage or destruction.

(b)           Lessee or Lessor shall have the right to terminate this Lease under either of the following circumstances:

(i)            If the Premises are damaged or destroyed from any cause whatsoever, insured or uninsured, and the laws then in effect do not permit the repair or restoration of the Premises provided for in this Article; or

(ii)           If the Premises are damaged or destroyed from any cause whatsoever, insured or uninsured, during the last year of the term of this Lease or any extension thereof (provided

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Lessee has not elected before the date of damage or destruction to extend the term of this Lease in accordance with Section 1.02).

(c)           Either party may terminate this Lease by giving written notice of termination to the other party not later than fourteen (14) days after the right to terminate accrues, and such termination shall be effective as of the date of the notice of termination.  In the event of a termination under subsection (b), Lessee shall not be entitled to collect any insurance proceeds attributable to insurance policies covering the Premises or improvements except those proceeds attributable to Lessee’s personal property and trade fixtures.

(d)           If this Lease is terminated pursuant to either subsection (a) or (b) above, the rent and other sums payable by Lessee to Lessor under this Lease shall be prorated as of the termination date.  If any such sums have been paid in advance by Lessee, Lessor shall refund them to Lessee for the unexpired period for which the payment has been made.

Time for Construction of Repairs

Section 7.03          Any and all repairs and restorations of improvements required by this Article shall be commenced by Lessor or Lessee, as the case may be, within a reasonable time after the occurrence of the damage or destruction requiring the repairs or restoration; shall be diligently pursued after being commenced; and shall be completed within a reasonable time after the loss.  If Lessor is required under this Lease to perform the repairs and restoration, Lessor shall cause the repairs and restoration to be completed within 180 days after the occurrence of the event causing destruction or Lessee shall have the right to terminate this Lease, unless the delays are caused by events outside the control of Lessor.

Insurance Proceeds

Section 7.04          If the damage or destruction is caused by a peril against which fire and extended coverage insurance is required to be carried and maintained under this Lease by Lessee, the proceeds of insurance shall be paid directly to the parties for the purpose of making the necessary repairs to the Premises as required under this Lease.

Abatement of Rent

Section 7.05          In the event of repair, replacement or restoration as herein provided, the Base Rent payable under this Lease shall be abated proportionately with the degree to which Lessee’s use of the Premises is impaired, from the date of the damage until completion of repairs plus one (1) calendar month.  Lessee shall not be entitled to any compensation of damages for loss in the use of all or part of the Premises and/or for any inconvenience or annoyance occasioned by such damage, repair, replacement or reconstruction.

Total Condemnation

Section 7.06          Should, during the term of this Lease or any renewal or extension thereof, title and possession of all of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, this Lease shall terminate as of 12:01 A.M.  on the date actual physical possession of the Premises is taken by the agency or entity exercising the power

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of eminent domain and both Lessor and Lessee shall thereafter be released from all obligations, except those specified in Section 7.10 of this Lease, under this Lease.

Termination Option for Partial Condemnation

Section 7.07          Should, during the term of this Lease or any extension thereof, title and possession of only a portion of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, Lessee may, at Lessee’s option, terminate this Lease if more than 35 percent of the floor space or more than 55 percent in value of the Premises is taken under the power of eminent domain.  Lessee shall exercise its option by giving written notice to Lessor within 30 days after actual physical possession of the portion subject to the eminent domain power is taken by the agency or entity exercising that power.  This Lease shall terminate as of 12:01 A.M.  on the date the notice is deemed given to Lessor but the rent specified in Article 2 of this Lease shall be reduced in the manner specified in Section 7.08 below from the date of taking to the date of termination of the lease.

Partial Condemnation Without Termination

Section 7.08          Should Lessee fail to exercise the option described in Section 7.06 of this Lease or should the portion of the Premises taken under the power of eminent domain be insufficient to give rise to the option described in Section 7.07 of this Lease, then, in that event:

(a)           This Lease shall terminate as to the portion of the Premises taken by eminent domain as of 12:01 A.M.  on the day, herein called the “date of taking,” actual physical possession of that portion of the Premises is taken by the agency or entity exercising the power of eminent domain;

(b)           The rent specified in Article 2 of this Lease shall, after the date of taking, be reduced by an amount that bears the same ratio to the rent specified in Article 2 of this Lease as the square footage floor space of the portion of said premise taken under the power of eminent domain bears to the total square footage floor space of the Premises as of the date of this Lease; and

(c)           Lessor, at Lessor’s own cost and expense, will remodel and reconstruct the building remaining on the portion of the Premises not taken by eminent domain into a single efficient architectural unit as soon after the date of taking, or before, as can be reasonably done; provided, however, that the rent specified in this Lease shall not be abated or reduced, except as provided in subparagraph (b) of this section, during such remodeling and reconstruction.

Condemnation Award

Section 7.09          Should, during the term of this Lease or any renewal or extension thereof, title and possession of all or any portion of the Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, the portion of the compensation or damages for the taking awarded to each of the parties to this Lease, Lessor and Lessee, shall belong to and be the sole property of the party Lessor or Lessee, to whom it is awarded.  Lessee shall be entitled to that portion of the compensation or damages awarded for the eminent domain taking that represents (i) reasonable value of Lessee’s rights under this Lease for the unexpired

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term of this Lease and (ii) the cost or loss sustained by Lessee because of the removal of Lessee’s trade fixtures, equipment and furnishings from the portion of the Premises taken by eminent domain.

Arbitration of Condemnation Award

Section 7.10          Should separate awards not be made to Lessor and Lessee for the taking by eminent domain of all or any portion of the Premises, and should Lessor and Lessee be unable to agree on the manner the total award is to be divided between them pursuant to Section 7.09 of this Lease, the proper division of the award between Lessor and Lessee shall be settled by arbitration as provided in Section 9.03.

Lessee’s Waiver

Section 7.11          Lessee agrees that its rights to terminate this Lease due to partial condemnation are governed by this Section.  Lessee waives all rights it may have under California Code of Civil Procedure section 1265.13, or otherwise, to terminate this Lease based on a partial condemnation.

ARTICLE 8. DEFAULT, ASSIGNMENT, AND TERMINATION

Subleasing or Assigning as Breach

Section 8.01          Lessee shall not encumber, assign, or otherwise transfer this Lease, any right or interest in this Lease, or any right or interest in the Premises or any of the improvements that may now or hereafter be constructed or installed on the Premises without the express written consent of Lessor first had and obtained.  Neither shall Lessee sublet the Premises or any part thereof or allow any other person, other than Lessee’s patrons, agents, servants, and employees, to occupy the Premises or any part thereof without the prior written consent of Lessor.  The consent of Lessor to any assignment of Lessee’s interest in this Lease or the subletting by Lessee of the Premises or parts of the Premises shall not be unreasonably withheld.  A consent by Lessor to one assignment, one subletting, or one occupation of the Premises by another person shall not be deemed to be a consent to any subsequent assignment, subletting, or occupation of the Premises by another person.  Any encumbrance, assignment, transfer, or subletting without the prior written consent of Lessor, whether it be voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of Lessor, terminate this Lease.  Notwithstanding the above, Lessee may assign or sublease the Premises, or portions thereof, to a subsidiary, affiliate or parent of Lessee.  Such permitted assignment shall not relieve Lessee or any person who has personally guaranteed Lessee’s performance of this Lease from any liability under this Lease or any such guarantee.

Lessee’s Default

Section 8.02          The occurrence of any one or more of the following events shall constitute a default under this Lease by Lessee:

(a)           Non-curable Defaults:  (i)  The vacation or abandonment of any substantial portion of the Premises by Lessee for a period of five (5) business days or longer;

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(ii)           Any involuntary transfer of Lessee’s interest in this Lease or any voluntary transfer, attempted or actual, of Lessee’s interest in this Lease, without Lessor’s prior written consent, in violation of Section 8.01;

(iii)          If the leasehold interest of Lessee is levied upon under execution or is attached by process of law and said levy or attachment is not promptly released;

(iv)          If:  (1) all or substantially all of the Lessee’s assets are placed in the hands of a receiver or trustee, and such receivership or trusteeship continues for a period of sixty (60) days, or

(2)           if Lessee makes an assignment for the benefit of creditors or is adjudicated a bankrupt, or

(3)           if Lessee institutes any proceedings under any provision of the Bankruptcy Code or under any other act relating to the subject of bankruptcy wherein Lessee seeks to be adjudicated a bankrupt, be discharged of its debts, or effect a plan of liquidation, composition, arrangement or reorganization, or

(4) if any involuntary proceeding is filed against Lessee under any such bankruptcy laws and Lessee consents thereto or acquiesces therein by pleading or default,

then any such act shall be deemed a breach of this Lease, and neither this Lease nor any interest in and to the Premises shall become an asset in any of such proceedings and, in any such event, and in addition to any and all rights or remedies of Lessor hereunder or provided by law, this Lease shall terminate automatically as of the date on which any one or more of the above-described occurrences takes place.  In such event, it shall be lawful for Lessor to re-enter the Premises and take possession thereof and remove all persons and all of Lessee’s personal property, fixtures, equipment, alterations, improvements and utility installations therefrom, and Lessee shall have no further claim to the Premises or under this Lease.  Nothing contained herein shall limit or prejudice the right of Lessor to recover damages by reason of any such termination equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount is greater, equal to, or less than the amount of damages recoverable under the provisions of this Article.  However, the foregoing provisions in this Article shall be subject to the Bankruptcy Code, as heretofore and hereafter amended.

(b)           Curable Defaults:  (i)  The failure by Lessee to make any payment of Basic Rent, Additional Rent or any other payment required to be made by Lessee hereunder as and when due and which shall continue for a period of ten (10) business days after written notice thereof from Lessor to Lessee; provided however, any such notice shall be in lieu of, and not in addition to, any notice required under the California Code of Civil Procedure or any other law, regulation or ordinance; or

(ii)           The failure by Lessee to observe or perform any non-monetary covenants, conditions or provisions of this lease to be observed or performed by Lessee, other than the aforementioned non-curable defaults, within thirty (30) days after Lessee has been given written notice of such failure.  Notwithstanding the foregoing, if Lessee cannot reasonably cure such

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default within thirty (30) days, Lessee shall not be in default hereunder so long as Lessee commences to cure the default within such thirty (30) day period and thereafter diligently and in good faith pursues such cure to completion.

Lessors Default

Section 8.03          (a)  Lessor shall be in default if it fails or refuses to perform any provision of this Lease that it is obligated to perform and such failure continues for thirty (30) days after written notice thereof from Lessee detailing such failure.  Notwithstanding the foregoing, if Lessor cannot reasonably cure such default within thirty (30) days, Lessor shall not be in default hereunder so long as Lessor commences to cure the default within such thirty (30) day period and thereafter diligently and in good faith pursues such cure to completion.

(b)           If Lessor is in default hereunder, and as a consequence Lessee recovers a money judgment against Lessor, such judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Lessor in the Premises, and out of rent or other income from such real property receivable by Lessor or out of the consideration received by Lessor from the sale or other disposition of all or any part of Lessor’s right, title, and interest in the Premises.  Neither Lessor, nor any partner, agent, officer, director or employee of Lessor shall be personally liable for any portion of such a judgment.

Abandonment

Section 8.04          If Lessee vacates or abandons the Premises, this Lease shall continue in effect unless and until expressly terminated by Lessor, and Lessor shall have all of the remedies provided by this Lease or by law, including without limitation, the right to maintain Lessee’s right to possession and to recover Rent as it becomes due hereunder.  Lessor shall not be deemed to have terminated this Lease other than by written notice of termination from Lessor.  At any time subsequent to vacation or abandonment of the Premises by Lessee, Lessor may give notice of termination and shall thereafter have all of the rights hereinafter set forth.

Termination

Section 8.05          Following the occurrence of any default, Lessor shall have the right, so long as the default continues, to terminate this Lease by written notice to Lessee setting forth:  (a) the default; (b) the requirements to cure it; and (c) a demand for possession, which shall be effective in accordance with the notice provisions specified in Section 9.04.

Possession

Section 8.06          Following termination under Section 8.05, without prejudice to any other remedies Lessor may have by reason of Lessee’s default or of such termination, Lessor may then or at any time thereafter, (a) peaceably re-enter the Premises, or any part thereof, upon voluntary surrender by Lessee, or expel or remove Lessee therefrom and any other persons occupying them, using such legal proceedings as are then available; (b) repossess and enjoy the Premises, or relet the Premises or any part thereof for such term or terms, which may be for a term extending beyond the Term, at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion shall determine, with the right to make reasonable alterations and repairs to the

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Premises; and (c) remove all personal property therefrom.  Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future law in the event of Lessee’s being evicted or dispossessed for any cause, or in the event of Lessor’s obtaining possession of the Premises, or by reason of the violation by Lessee of any of the items, covenants or conditions, of this Lease, or otherwise.

Recovery

Section 8.07          Following termination under Section 8.05, Lessor shall have all the rights and remedies of a Lessor provided by Section 1951.2 of the California Civil Code.  The amount of damages which Lessor may recover following termination shall include:  (a) the worth at the time of the award of the unpaid Rent which had been earned at the time of termination; (b) the worth at the time of the award of the amount by which the unpaid Rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (c) the worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of rental loss Lessee proves could be reasonably avoided; and (d) any other amount necessary to compensate Lessor for all detriment proximately caused by Lessee’s failure to perform its obligations under this Lease.  The “worth at the time of the award” of the amounts referred to in (a) and (b) above shall be computed by allowing interest at the maximum rate permitted by law.  The “worth at the time of the award” of the amount referred to in (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one (1 %) percent.

Additional Remedies

Section 8.08          In addition to the foregoing remedies, Lessor shall, so long as this Lease is not terminated, have the right to remedy any default of Lessee, to maintain or improve the Premises without terminating this Lease, to incur expenses on behalf of Lessee in seeking a new sublessee, or to cause a receiver to be appointed to administer the Premises and new or existing subleases, and to add to the Rent payable hereunder all of Lessor’s reasonable costs in so doing, with interest at the maximum rate permitted by law.

Other

Section 8.09          If Lessee causes or threatens to cause a breach of any of the covenants, agreements, terms or conditions contained in this Lease, Lessor shall be entitled to retain all sums held by Lessor, by any trustee or in any account provided for herein, to enjoin such breach or threatened breach, and to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings and other remedies were not provided for in this Lease.

Cumulative

Section 8.10          Each right and remedy of Lessor provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease, or now or hereafter existing at law or in equity or by statute or otherwise, and shall not preclude the

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simultaneous or later exercise by Lessor of any or all other rights or remedies provided for in this Lease or now or hereafter existing in law or in equity or by statute or otherwise.

No Waiver

Section 8.11          No failure by Lessor or Lessee to insist upon the strict performance of any term hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach shall constitute a waiver of any such breach or of any such term.  Efforts by Lessor to mitigate the damages caused by Lessee’s breach of this Lease shall not be construed to be a waiver of Lessor’s right to recover damages under this Article.  Nothing in this Article affects the right of Lessor to indemnification by Lessee for liability arising prior to the termination of this Lease for personal injuries or property damage.

Written Action

Section 8.12          No act or thing done by Lessor or its agents during the Term hereof shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the premises shall be valid unless made in writing and signed by Lessor.  Neither the reference in this Lease to any particular remedy nor the pursuit of any particular remedy shall preclude Lessor from any other remedy Lessor might have, either at law or in equity.

Replacement of Statutory Notice Requirements

Section 8.13          When this Lease requires service of a notice, that notice shall replace rather than supplement any equivalent or similar statutory notice, including any notices required by Code of Civil Procedure section 1161 or any similar or successor statute.  When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Lease) in the manner required by Section 9.04 shall replace and satisfy the statutory service-of-notice procedures, including those required by Code of Civil Procedure section 1162 or any similar or successor statute.

Continuation of Lease in Effect

Section 8.14          Lessor shall have the remedy described in Civil Code section 1951.4, which provides that, when a Lessee has the right to sublet or assign (subject only to reasonable limitations), the Lessor may continue the lease in effect after the Lessee’s breach and abandonment and recover Rent as it becomes due.  Accordingly, if Lessor does not elect to terminate this Lease on account of any default by Lessee, Lessor may enforce all of Lessor’s rights and remedies under this Lease, including the night to recover all Rent as it becomes due.

Efforts To Relet

Section 8.15          For purposes of this Article 8, Lessee’s right to possession shall not be considered to have been terminated by Lessor’s efforts to relet the Premises, by Lessor’s acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Lessor’s interests under this Lease.  This list is merely illustrative of acts that may be performed by Lessor without terminating Lessee’s right to possession.

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ARTICLE 9. MISCELLANEOUS

Force Majeure - Unavoidable Delays

Section 9.01          Should the performance of any act required by this Lease to be performed by either Lessor or Lessee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability, not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused; provided, however, that nothing contained in this section shall excuse the prompt payment of rent or other sums by Lessee as required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the party, Lessor or Lessee, required to perform the act.

Attorney’s Fees

Section 9.02          (a)  Should any litigation be commenced between the parties to this Lease concerning the Premises, this Lease, or the rights and duties of either in relation thereto, the party, Lessor or Lessee, prevailing in such litigation shall be entitled, in addition to such other relief as may be granted in the litigation, to a reasonable sum as and for his attorney’s fees in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose.

(b)           If Lessor is made a party defendant to any litigation concerning this Lease or the leased Premises or the occupancy thereof by Lessee, then Lessee shall hold Lessor harmless from all liability by reason of said litigation, including reasonable attorney’s fees and expenses incurred by Lessor in any such litigation, whether or not any such litigation is prosecuted to judgment, provided however, it is agreed between Lessor and Lessee that if the litigation referred to in this Section arises out of no act, fault, or negligence of the Lessee, there shall be no obligation on the part of Lessee to hold harmless the Lessor from said litigation.

(c)           If Lessee breaches any term of this Lease, Lessor may employ an attorney or attorneys to protect Lessor’s rights hereunder, and in the event of such employment following any breach by Lessee, Lessee shall pay Lessor reasonable attorney’s fees and expenses incurred by Lessor, whether or not an action is actually commenced against Lessee by reason of said breach.

Arbitration of Disputes

Section 9.03          IF ANY DISPUTE ARISES BETWEEN LESSOR AND LESSEE CONCERNING THE PREMISES, ANY PROVISION OF THIS LEASE OR THE RIGHTS AND DUTIES OF EITHER IN REGARD THERETO, THE DISPUTE SHALL BE SETTLED BY ARBITRATION AS PROVIDED IN THIS SECTION.  EACH PARTY SHALL APPOINT AN ARBITRATOR AND GIVE THE OTHER PARTY WRITTEN NOTICE OF THE NAME AND ADDRESS OF ARBITRATOR WITHIN FIVE (5) DAYS AFTER WRITTEN DEMAND TO DO SO HAS BEEN SERVED ON THE PARTY MAKING THE APPOINTMENT BY THE OTHER PARTY TO THIS LEASE.  THE TWO APPOINTED ARBITRATORS SHALL WITHIN TEN (10) DAYS AFTER THEIR

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APPOINTMENT, APPOINT A THIRD ARBITRATOR.  THE WRITTEN DECISION OF ANY TWO OF THE THREE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE ON BOTH PARTIES TO THIS LEASE.  THE ARBITRATORS MAY APPORTION THE COSTS AND EXPENSES OF THE ARBITRATION PROCEEDING, INCLUDING ATTORNEY’S FEES AND ARBITRATION FEES, BETWEEN THE PARTIES TO THIS AGREEMENT IN ANY MANNER DEEMED REASONABLE BY TWO OF THE THREE ARBITRATORS.  THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.

NOTICE:  BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION ABOVE DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MAY HAVE TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.  BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION.  IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.  YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION.

LESSOR’S INITIALS: /s/ RIF LESSEE’S INITIALS: /s/ T.D. Fogel

Notices

Section 9.04          All notices to be given to Lessee shall be given in writing personally or by depositing the same in the United States mail, postage prepaid, and addressed to Lessee at the Premises, whether or not Lessee has departed from, abandoned or vacated the Premises.  All notices to be given to Lessor shall be given in writing personally or by depositing the same in the United States mail, postage prepaid, and addressed to the Lessor at 316 South Stratford Avenue, Santa Maria, CA, 93454, or such other place or places as may be designated from time to time by Lessor.

No Merger

Section 9.05          The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate any existing subleases or subtenancies or may, at the option of Lessor, operate as an assignment to it of any of such subleases or subtenancies.

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Binding on Heirs and Successors

Section 9.06          This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, Lessor and Lessee, but nothing in this section contained shall be construed as a consent by Lessor to any assignment of this Lease or any interest therein by Lessee except as provided in Article 8 of this Lease.

Partial Invalidity

Section 9.07          Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding.

Sole and Only Agreement

Section 9.08          This instrument constitutes the sole and only agreement between Lessor and Lessee respecting the Premises, the leasing of the Premises to Lessee, or the lease term herein specified, and correctly sets for the obligations of Lessor and Lessee to each other as of its date.  Any agreements or representations respecting the Premises or their leasing by Lessor to Lessee not expressly set forth in this instrument are null and void.

Waiver

Section 9.09          The waiver by Lessor of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition herein contained.  The subsequent acceptance of rent hereunder by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant or condition of this Lease other than the failure of the Lessee to pay the particular rental so accepted, regardless of Lessor’s knowledge of such preceding breach at the time of the acceptance of such rent.

Subordination and Non-Disturbance

Section 9.10          (a)  This Lease is subject and subordinate to all mortgages and deeds of trust which may hereafter be placed and recorded on the property of which the Premises are a part and to all renewals, modifications, replacements, and extensions thereof.

(b)           The subordination provided for above is conditioned on and subject to the following:

(i)            For each mortgage or deed of trust, Lessor shall obtain from the mortgagee or beneficiary a non-disturbance agreement in writing that, in the event of foreclosure, or any sale thereunder, this Lease shall not be terminated and Lessee’s right to possession under this Lease shall not be disturbed, provided Lessee is not then in default under this Lease;

(ii)           In consideration of the mortgagee’s or beneficiary’s agreement not to disturb Lessee’s possession as above provided, Lessee hereby agrees to attorn to the purchaser at any foreclosure, sale or other action or proceeding.

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(iii)          The subordination described in this section shall be effective without the necessity of having any further instruments executed by Lessee, but Lessee agrees to execute on demand any such further instruments evidencing subordination that Lessor or any mortgagee or beneficiary may reasonably request.

Time of Essence

Section 9.11          Time is expressly declared to be the essence of this Lease.

Accord and Satisfaction

Section 9.12          No payment by Lessee or receipt by Lessor of a lesser amount than the monthly rent stipulated herein or any other sum due hereunder from Lessee to Lessor shall be deemed to be anything other than a payment on account of the earliest sum then due and owing to Lessor.  No endorsement or statement on any check of any letter accompanying any check or payment or payment of any sum(s) due from Lessee to Lessor hereunder shall be deemed to be an accord and satisfaction, and Lessor may accept and negotiate any such payment without prejudice to Lessor’s right to recover the balance of such rent or other sum or to pursue any other remedy provided for in this Lease or by law.

Right of First Refusal to Purchase Leased Premises

Section 9.13          (a)  If at any time during the term of this Lease Lessor receives from any third party a bona fide offer to purchase the Premises at a price and on terms acceptable to Lessor, Lessor shall give written notice of the offer to Lessee.  Within thirty (30) days after Lessor gives Lessee written notice of the third-party offer, Lessee shall have the right to purchase the Premises at the same price and on the same terms and conditions set forth in the third-party offer.  To exercise its right, Lessee must, within the same thirty (30) day period, deposit in escrow with any title company in San Luis Obispo County, California, all moneys and instruments required by the terms of the offer to be paid or delivered to Lessor on close of escrow and shall also give Lessor written notice of the deposit.  In the event Lessee fails to exercise the option to purchase in accordance with the provisions of this Section, Lessor may sell the Premises to the third party making the offer on the same terms and conditions set forth in that offer.  If for any reason the Premises are not sold to the party making the offer, Lessor shall give Lessee the same right to purchase the Premises on receiving any subsequent offer from any third party that is acceptable to Lessor.

(b)           Lessee may not assign the rights granted under this section either separately or together with a transfer of Lessee’s leasehold interest, and any purported assignment shall be null and void.

(c)           If this property is sold to any third party during the term of this Lease, then the provisions of this section shall thereafter be of no further force or effect.

Bankruptcy

Section 9.14          Should a petition in bankruptcy be filed by the Lessee, or should Lessee, during the term hereof, become insolvent or make any assignment for the benefit of creditors, or

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be adjudicated bankrupt or insolvent by any Court, or should a receiver or trustee in bankruptcy be appointed over the business, property and assets of the Lessee, and the Premises herein lease, or take charge of the Premises herein demised, or should this lease, by operation of law, devolve upon or pass to any person or persons other than the Lessee, then upon any of such events, the Lessor may, at its option, re-enter and take possession of these Premises herein leased and remove all persons therefrom and terminate the Lease.

Estoppel Certificate

Section 9.15          Within ten (10) days following any written request which Lessor may make from time to time, Lessee shall execute, acknowledge and deliver to Lessor a statement certifying:  (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect, or, if there have been modifications hereto, that this Lease is in full force and effect, and stating the date and nature of such modifications; (c) the date to which the Rent and other sums payable under this Lease have been paid; (d) that there are no current defaults under this Lease by either Lessor or Lessee except as specified in Lessee’s statement; and (e) any other information Lessor may reasonably require.  Lessor and Lessee intend that any statement delivered pursuant to this Section may be relied upon by any encumbrancer, ground Lessee, beneficiary, purchaser or prospective purchaser of the Property or any interest therein, as well as any of their assigns.

Transfer Of Lessor’s Interest

Section 9.16          Lessor has the right to transfer all or part of its interest in the Building and Real Property and in this Lease.  On such a transfer, Lessor shall automatically be released from all liability accruing under this Lease, and Lessee shall look solely to that transferee for the performance of Lessor’s obligations under this Lease after the date of transfer.  Lessor may assign its interest in this Lease to a mortgage lender as additional security.  This assignment shall not release Lessor from its obligations under this Lease, and Lessee shall continue to look to Lessor for the performance of its obligations under this Lease.

Liability Of The Lessor

Section 9.17          Except as otherwise provided in this Lease or applicable law, for any breach of this Lease the liability of Lessor (including all persons and entities that comprise Lessor, and any successor Lessor) and any recourse by Lessee against Lessor shall be limited to the interest of Lessor and Lessor’s successors in interest in and to the Building and Real Property.  On behalf of itself and all persons claiming by, through, or under Lessee, Lessee expressly waives and releases Lessor from any personal liability for breach of this Lease.

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Executed on the day and date first above written at Templeton, California.

LESSEE:

COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC.
a California Corporation
by:	/s/ Thomas D. Fogel, M.D.
	THOMAS D. FOGEL, M.D., President
by:	/s/ Jonathan R. Stella, M.D.
	JONATHAN R. STELLA, M.D., Secretary
LESSOR:
TROC BUILDING PARTNERSHIP
a California general partnership
by:	/s/ Robert I. Fishburn, M.D.
	ROBERT I. FISHBURN, M.D., Managing Partner

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EXHIBIT A

PARCEL 1:

AN UNDIVIDED INTEREST IN AND TO LOT 3 OF TRACT 1212 IN THE COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED MARCH 21, 1986 IN BOOK 13, PAGE 15 OF MAPS.

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FIRST AMENDMENT TO LEASE AGREEMENT

This Amendment to Lease Agreement is dated October 1, 2003.  TROC Building Partnership (now known as TROC, LLC) “Lessor” and Coastal Radiation Oncology Medical Group, Inc.  “Lessee” entered into a Lease Agreement dated February 1, 2001, for the real property commonly known as 274 Heather Court, Templeton, California (“the Premises.”)

Whereas Lessee desires to add an additional vault to the Premises for the purposes of adding a second linear accelerator and enhancing its business.

Whereas Lessor approves of this addition to the Premises and as provided for in Section 4.02(b) has indicated the desire to pay for these changes.

Whereas Lessor and Lessee have met and have agreed to the following changes to the Lease Agreement dated February 1, 2001:

1.Effective October 1, 2003, the Base Rent provided for in Section 2.01 will be adjusted to Twenty-two Thousand Two Hundred Four Dollars and Twenty-two Cents ($22,204.22) per month.  All other terms of Section 2.01 will remain the same.

2.The anniversary of the Lease Agreement shall be revised to October 1st for the purpose of the three percent (3%) rent adjustment provided for in Section 2.02.

3.The reduction of Base Rent provided for in Section 2.02 will be changed to Fourteen Thousand Eight Hundred Fifteen Dollars and Eighty-nine Cents ($14,815.89) per month effective June 1, 2007.

All other terms and conditions of the Lease Agreement will remain unchanged.

In Agreement to the above, this Amendment is executed by the Parties upon the date first written above.

Lessor:		Lessee:
TROC, LLC		COASTAL RADIATION ONCOLOGY
A California Limited Liability Company		MEDICAL GROUP, INC.
		A California Corporation
by:	/s/ Robert I. Fishburn, M.D.	by:	/s/ Jonathan R. Stella, M.D.
	Robert I. Fishburn, M.D.		Jonathan R. Stella, M.D., President
	Managing Member 10/28/03

EX-10.44

Exhibit 10.44

MANAGEMENT SERVICES AGREEMENT

BY AND AMONG

USCC FLORIDA ACQUISITION CORP,

FROG ONCURE SOUTHSIDE, LLC

AND ONCURE MEDICAL CORP.

AND

INTEGRATED COMMUNITY ONCOLOGY NETWORK, LLC

DATED AS OF MARCH 1, 2005

Table of Contents

		Page
ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION		i
SECTION 1.1	Definitions	i
SECTION 1.2	Rules of Construction	ix
ARTICLE II OBLIGATIONS OF THE COMPANY		x
SECTION 2.1	Management Services	x
SECTION 2.2	Furniture, Fixtures, Equipment and Supplies	x
SECTION 2.3	Financial Planning and Goals	xi
SECTION 2.4	Business Office Services	xi
SECTION 2.5	Financial Statements	xiii
SECTION 2.6	Personnel	xiv
SECTION 2.7	Cancer Centers	xv
SECTION 2.8	Files and Records	xv
SECTION 2.9	Recruitment of New Physicians	xvi
SECTION 2.10	Expansion of the Practice	xvi
SECTION 2.11	Practice Assessment and Consulting Services	xvi
SECTION 2.12	Managed Care Contracting	xvi
SECTION 2.13	Restrictive Covenants of the Company	xvii
SECTION 2.14	Payment of Operational Expenses	xvii
SECTION 2.15	Company Expenses	xvii
ARTICLE III OBLIGATIONS OF THE PRACTICE		xviii
SECTION 3.1	Required Services and Service Hours	xviii
SECTION 3.2	Professional Standards	xviii
SECTION 3.3	Physician Powers of Attorney	xviii
SECTION 3.4	Restrictive Covenants of the Practice	xviii
SECTION 3.5	Continuing Professional Education	xx
SECTION 3.6	Initial Physicians	xx
SECTION 3.7	Additional Physicians	xx
SECTION 3.8	Termination of Physicians	xx
SECTION 3.9	Cooperation	xxi
SECTION 3.10	Billing Information and Collection Policy	xxi
SECTION 3.11	Quality and Utilization Management	xxi
SECTION 3.12	Peer Review	xxii
SECTION 3.13	Practice Operational Authority	xxii
SECTION 3.14	Other Obligations of the Practice	xxii
SECTION 3.15	Practice Expenses	xxiii
ARTICLE IV FINANCIAL ARRANGEMENT		xxiii
SECTION 4.1	Management Fees	xxiii
SECTION 4.2	Retained Amount	xxiv
SECTION 4.3	Payments	xxiv
SECTION 4.4	Reconciliation	xxiv
SECTION 4.5	Review of Financial Arrangements by the Practice	xxiv
SECTION 4.6	Collateral Security	xxv
SECTION 4.7	Deposit of Receivables	xxix

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SECTION 4.8	Automatic Termination	xxix
ARTICLE V TERM AND TERMINATION		xxx
SECTION 5.1	Term; Renewal Terms	xxx
SECTION 5.2	Termination by the Company	xxx
SECTION 5.3	Termination by the Practice	xxxi
SECTION 5.4	Limitation On Termination Rights	xxxi
SECTION 5.5	Duties And Remedies Upon Expiration Or Termination	xxxii
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE PRACTICE		xxxii
SECTION 6.1	Representations and Warranties of the Practice	xxxii
SECTION 6.2	Representations and Warranties of the Company	xxxvi
ARTICLE VII OTHER OBLIGATIONS OF THE PARTIES		xxxviii
SECTION 7.1	Covenants of the Practice	xxxviii
SECTION 7.2	Taxes	xxxix
SECTION 7.3	Covenants of the Company	xxxix
ARTICLE VIII INSURANCE AND INDEMNIFICATION		xl
SECTION 8.1	Insurance Maintained by the Practice	xl
SECTION 8.2	Insurance Maintained by the Company	xl
SECTION 8.3	Requirements as to Insurance	xli
SECTION 8.4	Indemnification	xli
SECTION 8.5	Indemnification Procedure	xlii
ARTICLE IX CONFIDENTIAL INFORMATION; ACCESS TO RECORDS		xliii
SECTION 9.1	Confidential Information and Trade Secrets	xliii
SECTION 9.2	Books and Records	xliii
ARTICLE X ARBITRATION		xliii
SECTION 10.1	Arbitration	xliii
ARTICLE XI GENERAL PROVISIONS		xlv
SECTION 11.1	Changes in the Law	xlv
SECTION 11.2	Independent Contractors	xlv
SECTION 11.3	Force Majeure	xlv
SECTION 11.4	Notices and Addresses	xlvi
SECTION 11.5	Entire Agreement	xlvi
SECTION 11.6	Physician Rights	xlvi
SECTION 11.7	Governing Law	xlvi
SECTION 11.8	Captions	xlvii
SECTION 11.9	Severability	xlvii
SECTION 11.10	Waiver	xlvii
SECTION 11.11	Counterparts	xlvii
SECTION 11.12	Medical Advisory Board	xlvii
SECTION 11.13	Amendment and Modification	xlvii
SECTION 11.14	Assignment and Delegation	xlvii
SECTION 11.15	Open Records	xlvii
SECTION 11.16	Binding Effect	xlviii
SECTION 11.17	Further Actions	xlviii
SECTION 11.18	No Prejudice	xlviii

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MANAGEMENT SERVICES AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of March 1, 2005 (the “Effective Date”), is by and among USCC Florida Acquisition Corp., a Delaware corporation, FROG OnCure Southside, LLC, a Florida limited liability company, OnCURE Medical Corp., a Delaware corporation, (“OnCURE” and collectively, the “Company”), and Integrated Community Oncology Network, LLC, a Florida limited liability company (the “Practice or “ICON”).

RECITALS

A.The Practice is a medical practice that provides Radiation Oncology Services (as defined herein) and medical oncology services in the States of Florida and Georgia.

B.The Company is in the business of providing certain administrative and support services to medical practices, and in providing space, equipment, furnishings, supplies and inventory to medical practices in connection therewith.

C.The Company and Florida Radiation Oncology Group, a Florida general partnership (“FROG”) were parties to several Medical Services Agreements, specifically: (i) The Medical Services Agreement dated October 1, 1998 by and among USCC Florida Acquisition Corp., and St. John’s Oncology Center, Florida Cancer Center — Palatka, Florida Cancer Center — Wells Complex, Florida Cancer Center — Orange Park and FROG; and the Amendments dated January 1, 2003 and June 30, 2003, (ii) The Medical Services Agreement dated December 1, 2000 by and between U.S. Cancer Center, Inc. and FROG, and the Amendment dated June 30, 2003, and (iii) The Medical Services Agreement dated February 1, 2003 by and among OnCURE, FROG OnCURE Southside, LLC and FROG (the “Original Agreements”), pursuant to which FROG provided radiation oncology medical services to the Company’s Cancer Centers.

D.In March 2005, the physicians who had been (and continue to be) affiliated with FROG developed ICON with a number of additional physicians as a new medical practice and it was decided that FROG and the Company would terminate the Original Agreements and enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and undertakings hereunder and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto do hereby agree as follows:

ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION

SECTION 1.1Definitions. As used in this Agreement, the following terms have the meanings set forth below.

“ACCC” shall mean the Association of Community Cancer Centers.

“Accountants” shall have the meaning set forth in Section 4.5.

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“ACR” shall mean the American College of Radiology.

“Administrative Employees” shall have the meaning in Section 2.6(a).

“Affiliate” shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of capital stock, by contract or otherwise. For purposes of this Agreement, neither the Practice nor any of the Physicians shall be deemed Affiliates of the Company.

“Agreement” shall mean this Agreement, as amended, modified or supplemented from time to time in accordance with the terms hereof, together with any exhibits, schedules or other attachments thereto.

“Ancillary Services” shall have the meaning set forth in Section 6.1(d).

“Annual Budget” shall have the meaning set forth in Section 2.3.

“Billing and Collection Fee” shall have the meaning set forth in Section 4.1(a)(i).

“BHS” shall mean Baptist Health System, Inc. and its affiliates.

“Business Day” shall mean a day (other than a Saturday or Sunday), on which commercial banks are open for business in New York, New York.

“Cancer Centers” shall mean the: (i) Florida Cancer Center — Orange Park, located at 2161 Kingsley Ave., Orange Park, FL, 32073, (ii) Florida Cancer Center — Wells Complex Clinic, located at 3599 University Blvd. South, Suite 1500, Jacksonville, FL, 32245, (iii) Florida Cancer Center — Palatka, located at 600 Zeagler Drive, Palatka, FL 32178, (iv) Florida Cancer Center — St. John’s, located at 300 Healthpark Blvd., Suite 1008, St. Augustine, FL 32086, (v) Florida Cancer Center — Beaches, located at 1375 Roberts Drive, Jacksonville Beach, FL 32207, (vi) Southside Cancer Center, located at 5742 Booth Road, Jacksonville, FL, 32207, and any future center owned or operated by the Company that the Parties mutually agree.

“Change of Control” means and includes each of the following: (i) the acquisition, in one or more transactions, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) by any person or entity or any group of persons or entities who constitute a group (within the meaning of Section 13(d)(3) of the Exchange Act), other than (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a Subsidiary, or (y) a person who acquires such securities directly from the Company in a privately-negotiated transaction approved by all of the members of the Company’s Board of Directors, of any securities of the Company such that, as a result of such acquisition, such person, entity or group either (A) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the Company’s outstanding voting securities entitled to vote on a regular basis for a majority of the members of the Board of Directors of the Company or (B) otherwise has the ability to elect, directly or indirectly, a majority of the members of the Board; (ii) the stockholders of the Company approve a merger or

ii

consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one or more transactions) all or substantially all of the Company’s assets; provided, however, that notwithstanding the foregoing, the term “Change of Control” shall not include any Change of Control that has occurred in connection with, or as a result of, an underwritten public offering by the Company of all or part of the capital stock or other equity securities of the Company pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended.

“Clinical Employees” shall have the meaning set forth in Section 2.6(a).

“CMS” shall mean the Centers for Medicare and Medicaid Services, an agency of the United States Department of Health and Human Services, and any successor thereto.

“Collateral” shall have the meaning set forth in Section 4.6(a).

“Communities” shall mean the city of Jacksonville, and the counties of Nassau, Duval, Baker, Union, Bradford, Clay, Alachua, Putnam, St. John’s, and Flagler, each located in the State of Florida, and the counties of Ware, Charlton, and Camden in the State of Georgia.

“Company” shall have the meaning set forth in the preamble.

“Company Account” shall have the meaning set forth in Section 4.7.

“Company Expense” shall mean any expense of the Company which is not an Operational Expense or a Practice Expense. Company Expense shall include, without limitation, the following:

(a)all costs and expenses relating to the acquisition of medical equipment required to be purchased pursuant to the terms of this Agreement;

(b)any expenditure relating to the medical equipment used (or to be used) at the Cancer Centers; provided that such expenditure is contemplated by the Annual Budget and required to be capitalized under GAAP;

(c)all costs and expenses of the Company associated with the Company assisting that the Practice is in compliance with all appropriate rules and regulations imposed by managed care programs, Third-Party Payors, governmental agencies and accreditation bodies, including without limitation, JCAHO, ACR and ACCC;

(d)salaries, benefits (including any deferred compensation) and other costs relating to the employment or engagement by the Company of (i) any director or executive officer of the Company (or Person serving in a similar capacity), (ii) any Person who provides

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Billing and Collection Services; and (iii) any Person who provides accounting, finance, payroll, human resources, informational technology, and compliance services; and

(e)such other costs and expenses expressly set forth in the Annual Budget as Company Expenses.

For purposes of this definition, the term “Company” shall mean, collectively, the Company and its Affiliates.

“Company Lender” shall mean each of Merrill Lynch Capital Inc., Siemens Medical Credit Corp., and/or any other entity which is in the business of lending money and which makes funds available to the Company or any Affiliate of the Company to borrow.

“Company Lender Loan” shall mean any loan agreement between the Company or any of its Affiliates and a Company Lender.

“Company Taxes” shall have the meaning set forth in Section 7.2(a).

“Confidential Information and Trade Secrets” shall mean (a) the material terms of this Agreement or any other written agreement between the Parties, and (b) any confidential or secret information concerning (i) any trade secrets, new product developments, special or unique processes or methods of the Company or any of its Affiliates or of the Practice, as the case may be, (ii) any sales, advertising or other concepts or plans of the Company or any of its Affiliates or of the Practice, as the case may be, (c) records (other than patient medical records), patient lists, reports and other documents pertaining to the Management Services, (d) the systems, protocols, policies, procedures, manuals, reports, data bases, documents, instruments and other materials used by the Company or any of its Affiliates or by the Practice, as the case may be, (e) all other professional or business information developed by or on behalf of the Company or any of its Affiliates or by the Practice, as the case may be, including items produced by the Physicians, and (f) all financial statements and reports produced by the Company or any of its Affiliates or by the Practice in connection with this Agreement.

“Depository Bank” shall mean Wells Fargo Bank.

“DHS” shall have the meaning set forth in Section 6.1(d).

“DME” shall have the meaning set forth in Section 6.1(d).

“EBITDA” shall mean Net Income before interest expense, taxes, depreciation and amortization.

“Effective Date” shall have the meaning set forth in the preamble.

“Event of Company Default” shall have the meaning set forth in Section 5.3.

“Event of Practice Default” shall have the meaning set forth in Section 5.2.

“FF&E” shall have the meaning set forth in Section 2.2(a).

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“FROG” shall mean Florida Radiology Oncology Group, a Florida general partnership.

“GAAP” shall mean U.S. generally accepted accounting principles and practices set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession that are applicable to the circumstances as of the date of determination.

“General Management Services Fee” shall have the meaning set forth in Section 4.1(a)(ii).

“Government Receivables” shall mean all accounts receivable generated from services rendered to beneficiaries under the Medicare, Medicaid and other state and federal programs, which services are reimbursable under any of such programs.

“Governmental Authority” shall mean any governmental or quasi-governmental authority including, without limitation, any federal, state, territorial, county, municipal or other governmental or quasi-governmental agency, board, branch, bureau, commission, court, arbitration panel, department, authority, body or other instrumentality or political unit or subdivision or official thereof, whether domestic or foreign.

“HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended.

“ICON Physicians” shall have the meaning set forth in Section 6.1(d).

“Indemnified Party” shall have the meaning set forth in Section 8.5.

“Indemnifying Party” shall have the meaning set forth in Section 8.5.

“JCAHO” shall mean the Joint Commission on the Accreditation of Healthcare Organizations.

“Law” shall mean any statute, ordinance, code, rule, regulation or court order enacted, adopted or promulgated by any Governmental Authority.

“Lease” shall have the meaning set forth in Section 2.7.

“Lien” shall mean any security agreement, financing statement (whether or not filed), mortgage, lien (statutory or otherwise), charge, pledge, hypothecation, conditional sales agreement, adverse claim, title retention agreement or other security interest, encumbrance, lien, charge, restrictive agreement, mortgage, deed of trust, indenture, pledge, option, limitation, exception to or other title defect in or on any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale, lease, consignment, or bailment given for security purposes, trust receipt or other title retention agreement with respect to any property or asset of such Person, whether direct, indirect, accrued or contingent.

v

“Lockbox Account Agreement” shall have the meaning set forth in Section 4.7.

“Loss” shall have the meaning set forth in Section 8.4(a).

“Management Services” shall have the meaning set forth in Section 2.1.

“Medicaid” shall mean, collectively, the healthcare assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto, and all Laws pertaining to such program including (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program; (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) all applicable provisions of all rules, regulations, manuals, orders and requirements of all Government Authorities promulgated in connection with such program (whether or not having the force of Law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medical Advisory Board” shall mean that certain Medical Advisory Board of the Company.

“Medicare” shall mean, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto, and all Laws pertaining to such program including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program; and (b) all applicable provisions of all rules, regulations, manuals, orders and requirements of all Governmental Authorities promulgated in connection with such program (whether or not having the force of Law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Net Income” shall mean, for any period, the excess of Practice Revenues over Operational Expenses.

“New Physician” shall have the meaning set forth in Section 3.7.

“Operational Expenses” shall mean, for any fiscal period, all of the expenses and costs (other than the Company Expenses and the Practice Expenses) incurred by the Company (or any of its Affiliates) in connection with the provision of Management Services to the Practice pursuant to this Agreement, determined on an accrual basis of accounting in accordance with GAAP, including, but not limited to, the following:

(a)salaries, benefits (including, without limitation, any deferred compensation) and other costs (including, without limitation, costs pertaining to training and education) relating to the employment or engagement by the Company (or any of its Affiliates) of all Administrative Employees and Clinical Employees;

(b)obligations of the Company (or its Affiliates) under the leases or subleases for the Cancer Centers (including, without limitation, the Lease);

(c)medical and office supply expenses;

vi

(d)utility expenses and all other costs relating to the Cancer Centers, including, without limitation, costs of repairs, maintenance, telephone, janitorial services and refuse disposal;

(e)the cost and expense of FF&E, Required Improvements and all costs and expenses associated therewith; provided, however, to the extent that any such cost and expense is required to capitalized under GAAP, such cost and expense shall be deemed a Company Expense;

(f)insurance premiums and deductibles for the insurance described in Sections 8.1 and 8.2;

(g)all liability expense, other than medical malpractice liability expense;

(h)the Billing and Collection Fee;

(i)any new capital expenditures made after the Effective Date of the Agreement, which such capital expenditure shall be added as a depreciation cost allocated to the Cancer Centers, based upon the life of the asset in accordance with GAAP ; and

(j)such other costs and expenses expressly set forth in the Annual Budget as Operational Expenses.

“Original Agreements” shall have the meaning set forth in the recitals.

“Patients” shall mean all individuals seeking Radiation Oncology Services from the Practice or any Physician in the Communities.

“Parties” shall mean the Company and the Practice collectively.

“Party” shall mean any party to this Agreement.

“Payor Instruction Letter” shall have the meaning set forth in Section 4.7.

“Permits” shall have the meaning set forth in Section 6.1(d)(ii).

“Person” shall mean any individual, entity or group, including, without limitation, any corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

“Physician” shall mean each individual who (a) is duly licensed to practice medicine in the State of Florida and/or Georgia and (b) provides Radiation Oncology Services under the direction of the Practice.

“Practice” shall have the meaning set forth in the preamble.

vii

“Practice Area” shall mean that area within the same Communities and/or a twenty (20) mile radius of each Cancer Center.

“Practice Expense” shall mean any cost or expense of the Practice which is not an Operational Expense or a Company Expense including, without limitation, the following:

(a)all salaries, benefits (including deferred compensation and health insurance) and other costs relating to the employment or engagement of a Physician (including physician independent contractors);

(b)all federal, state or local income and employment taxes of the Practice and the costs of preparing its federal, state or local income and employment tax returns;

(c)all costs of membership in professional associations and continuing professional education expenses, including subscriptions, for the Physicians;

(d)all medical malpractice liability judgments assessed against the Practice (to the extent not covered by insurance);

(e)all direct personnel expenses of Physicians, including travel and entertainment expenses;

(f)licensure fees and board certification fees;

(g)all dues and fees for hospital and medical staff memberships of the Physicians;

(h)the cost and expense to retain qualified locum tenums to provide comprehensive Radiation Oncology Services to all Patients seeking such treatment at the Cancer Centers;

(i)the Practice Review Expense; and

(j)such other costs and expenses expressly set forth in the Annual Budget as Practice Expenses.

“Practice Lockbox Account” shall have the meaning set forth in Section 4.7.

“Practice Revenues” shall mean, for any fiscal period, (a) all cash received (net of adjustments, refunds, recoupment claims, repayments, fines, penalties, assessments, levies, disgorgements, restitutions or otherwise to any federal, state or local governmental agency or other payor) by or on behalf of the Practice or the Professional Staff as a result of the provision of Radiation Oncology Services and - (b) all cash received (net of adjustments, refunds, recoupment claims, repayments, fines, penalties, assessments, levies, disgorgements, restitutions or otherwise to any federal, state or local governmental agency or other payor) by the Practice or the Professional Staff in their capacity as employees of the Practice and rendered incident to this Agreement, whether received in an inpatient or outpatient setting and whether rendered to health

viii

maintenance organizations, preferred provider organizations, Medicare, Medicaid or Patients, including, but not limited to, payments received under any capitation arrangement.

“Practice Review Expense” shall have the meaning set forth in Section 4.5.

“Practice Taxes” shall have the meaning set forth in Section 7.2(b).

“Professional Staff’ shall mean the Physicians together with the Clinical Employees.

“Radiation Oncology Services” shall mean all radiation oncology services, of a routine and emergency nature, presently or hereafter provided by the Practice or the Professional Staff and the performance of all services ancillary thereto.

“Receivable” shall mean, as of any date of determination thereof, with respect to the Practice, all accounts and any and all rights to payment of money or other forms of consideration of any kind now owned or hereafter acquired (whether classified under the Uniform Commercial Code as accounts, chattel paper, general intangibles or otherwise) arising out of the sale or lease of goods or the provision of Radiation Oncology Services including, but not limited to, accounts receivable, proceeds of any letters of credit naming the Practice or the Physicians as beneficiary, chattel paper, insurance proceeds, contract rights, notes, drafts, instruments, documents, acceptances and all other debts, obligations and liabilities in whatever form from any other Person.

“Required Improvement” shall mean all maintenance and repairs to the FF&E.

“Retained Amount” shall have the meaning set forth in Section 4.2.

“Secured Obligations” shall have the meaning set forth in Section 4.6(a).

“SEGHS” shall mean Southeast Georgia Health System.

“Stark Laws” shall have the meaning set forth in Section 6.1(d).

“Third-Party Payors” shall mean any governmental entity, insurance company, health maintenance organization, preferred provider organization employer or other Person or similar entity that is obligated to make payments with respect to a Receivable.

“Uniform Commercial Code” shall mean the Uniform Commercial Code as the same may be in effect from time to time in the State of Florida; provided that if, by reason of applicable Law, the validity or perfection of any security interest in any Collateral granted under this Agreement is governed by the Uniform Commercial Code as in effect in a jurisdiction other than Florida, then as to the validity or perfection, as the case may be, of such security interest, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction.

SECTION 1.2Rules of Construction. Unless the context otherwise requires:

ix

(a)an accounting term defined by GAAP that is not otherwise defined herein shall have the meaning assigned to it in accordance with GAAP;

(b)“or” is not exclusive;

(c)words in the singular include the plural, and words in the plural include the singular;

(d)the words “include” and “including” shall be deemed to mean “include, without limitation,” and “including, without limitation”;

(e)“herein,” “hereof,” “hereto,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section, paragraph or clause where such terms may appear;

(f)references to sections mean references to such section in this Agreement, unless stated otherwise; and

(g)the use of any gender shall be applicable to all genders.

ARTICLE II

OBLIGATIONS OF THE COMPANY

SECTION 2.1Management Services. The Company shall (itself or through any of its Affiliates) provide to the Practice the management services, personnel, office space, equipment and supplies as set out in this Article II (referred to collectively as the “Management Services”).

SECTION 2.2Furniture, Fixtures, Equipment and Supplies.

(a)The Company agrees to provide to the Practice those supplies and items of furniture, fixtures and equipment as are reasonably determined by the Company, after consultation with the Practice, to be necessary and/or appropriate for the Practice’s operations at the Cancer Centers during the term of this Agreement, or as are reasonably requested by the Practice, and in each case as are contemplated by the Annual Budget (all such items of furniture, fixtures, equipment and supplies are collectively referred to hereinafter as the “FF&E”). Title to the existing, additional and replacement FF&E shall be in the name of the Company, any Affiliate of the Company, or any of their respective nominees or a leasing company. The Company shall be responsible for ensuring that all (x) Required Improvements and (y) capital improvements to the FF&E that are contemplated by the Annual Budget, are made. For the avoidance of doubt, the cost and expense of such Required Improvements shall be deemed an Operational Expense.

(b)The Practice acknowledges that neither the Company nor any of its Affiliates makes any representation or warranty, express or implied, as to the fitness, suitability or adequacy of any furniture, fixtures, equipment, inventory or supplies, which are leased or provided pursuant to this Agreement, for the conduct of a medical practice or for any other particular purpose. The Practice shall not, and shall cause each Physician not to, make any

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changes, alterations or additions to the FF&E without the prior written consent of the Company, which consent shall not be unreasonably withheld.

SECTION 2.3Financial Planning and Goals. The Company will prepare, in consultation with the Practice, an annual budget (the “Annual Budget”) for the Cancer Centers, reflecting in reasonable detail anticipated revenues and expenses, sources and uses of capital for the Cancer Centers, anticipated personnel staffing and support services arrangements and anticipated ancillary services. The Annual Budget shall be subject to review and approval of the Practice. In the event that the Company and the Practice are unable to approve any Annual Budget within 30 days of the beginning of the fiscal year to which such Annual Budget relates, such dispute shall be settled by the Medical Advisory Board and the Annual Budget in respect of the preceding fiscal year shall be deemed the Annual Budget for such new fiscal year pending the determination of the Medical Advisory Board. Neither Party shall be permitted to make any expenditure that is: (a) not included in the Annual Budget if such expenditure is greater than $25,000 individually or in the aggregate with all other expenditures that were not included in the Annual Budget and all other expenditures that exceed their identified amount in the Annual Budget (but only to the extent of such excess); or (b) set forth in the Annual Budget if such expenditure is greater than $25,000 of the amount approved for such expenditure in the Annual Budget individually or in the aggregate with all other expenditures that exceed their identified amount in the Annual Budget (but only to the extent of such excess) and all other expenditures that where not included in the Annual Budget. The Annual Budget for any fiscal year may be amended or modified by a written agreement executed by each of the Parties.

SECTION 2.4Business Office Services. The Practice appoints the Company as its sole and exclusive manager and administrator of all business functions and services related to the Cancer Centers services during the term of this Agreement, including, but not limited to, all computer, bookkeeping, billing and collection services, accounts receivable and accounts payable management services, janitorial and cleaning services and management services. The Company hereby is expressly authorized to perform its business office services, in whatever manner it reasonably deems appropriate, to meet the day-to-day requirements of the non-medical business functions of the Cancer Centers; provided, that the costs associated with providing such services are consistent with the Annual Budget. Without limiting the generality of the foregoing, the Company shall perform the following functions:

(a)Accounting, bookkeeping and accounts payable processing.

(b)Materials management, including purchase and stocking of office and medical supplies at levels reasonably necessary for the provision of Radiation Oncology Services.

(c)Human resources management, including recruitment of any necessary additional Clinical Employees and Administrative Employees that are contemplated by the Annual Budget.

(d)Provide qualified support sufficient to assure the proper and efficient functioning of all hardware and software components of the information systems utilized in connection with the Cancer Centers.

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(e)Provide financial auditing services reasonably necessary for billing purposes and for compliance with Medicare and Medicaid, managed care contracts, and other federal, state, or private payor reimbursement programs or plans.

(f)Evaluate, negotiate and administer all managed care contracts and other third-party payor contracts on behalf of the Practice, all such contracts being subject to approval by the Practice.

(g)Provide ongoing assessment of business activity including outcomes monitoring and patient satisfaction.

(h)Order and purchase all medical and office supplies required in the day-to-day operation of the Practice at the Cancer Centers and contemplated by the Annual Budget.

(i)Provide a computer management information system for the provision of Billing and Collection Services.

(j)Provide such other services as are deemed reasonably necessary by the Company to assure the efficient delivery of Radiation Oncology Services.

(k)Bill and collect all professional fees for services furnished to Patients. The Practice hereby irrevocably appoints the Company its lawful attorney-in-fact, with full authority in the place and stead of the Practice and in the name of the Practice, the Company or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), for the following purposes:

(i)to bill Patients in the Cancer Centers and Practice’s name and on the Practice’s behalf, and in the name and on behalf of all Physicians;

(ii)to bill in the Cancer Centers and Practice’s name and on the Practice’s behalf, and in the name and behalf of all Physicians, all claims for reimbursement or indemnification from insurance companies, Medicare and Medicaid, and all other Third-Party Payors or fiscal intermediaries for all goods and services provided by the Practice or the Professional Staff;

(iii)to collect Receivables in the Cancer Centers and Practice’s name and on the Practice’s behalf, and in the name and on behalf of all Physicians;

(iv)to settle, compromise or release in whole or in part any amounts owing on the Receivables;

(v)to receive, on behalf of the Cancer Centers and Practice and all Physicians, payments from Patients,

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insurance companies and all other payors with respect to services rendered by the Practice and Professional Staff, and the Practice shall forward any such payments received by it or any Physician to the Company for deposit;

(vi)other than with respect to Government Receivables where applicable, to take possession of and endorse, in the name of the Cancer Centers and Practice or in the name of any Physician, any notes, checks, money orders, insurance payments and any other instruments received as payment of such Receivable;

(vii)to direct all Third-Party Payors, other than Medicare or Medicaid, to deposit all payments with respect to Receivables in the Company Lockbox Account by wire transfer; and

(viii)to initiate (subject to the approval of the Medical Advisory Board) and pursue legal proceedings in the name of the Cancer Centers and Practice, to collect any accounts and moneys owed to the Cancer Centers and Practice or any Physician, to enforce the rights of the Cancer Centers and Practice as creditor under any contract or in connection with the rendering of any service, and to contest adjustments and denials by Governmental Agencies (or their fiscal intermediaries) as third-party payors.

The Practice, and only the Practice, will perform all of the medical functions associated with the provision of the Radiation Oncology Services. The Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. The Company may, however, advise the Practice as to the relationship (if any) between its performance of medical functions and the overall administrative and business functioning of its practice. To the extent that any Clinical Employees assist the Practice in performing medical functions, such Clinical Employees shall be subject to the professional direction and supervision of the Practice and, in the performance of such medical functions, shall not be subject to any direction or control by, or create any liability on behalf of the Company, except as may be specifically authorized in writing by the Company.

SECTION 2.5Financial Statements. The Company shall prepare and deliver to the Practice monthly financial statements within 45 days after the end of each month and a year-end financial statement within 120 days after the end of each fiscal year reflecting Net Income, Patient Revenues and Operational Expenses for such period. The Company shall also prepare and deliver with such financial statements, a report setting forth: (i) billing and collections by patient, (ii) Receivables, aging reports broken down by payor and patient, (iii) billings and collection reports broken down by payor and patient, (iv) billings and census reports broken

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down by referring physician, and (v) such other financial information as shall be mutually agreed to by the Practice and the Company.

SECTION 2.6Personnel.

(a)The Company shall employ and provide to the Cancer Centers and Practice all personnel (other than the Physicians) (i) that the Company determines, after consultation with the Practice, to be reasonably necessary for the effective operation of the Practice and (ii) whose salaries, benefits (including deferred compensation) and other costs of employment are contemplated by the Annual Budget, including, without limitation: (1) all nurses, therapists, physicists, medical records personnel and other medical support personnel (referred to collectively as the “Clinical Employees”); (2) all business office personnel (i.e., clerical, secretarial, bookkeeping and revenue collection personnel) as are necessary for the maintenance of patient records, scheduling of Radiation Oncology Services, collection of Receivables and maintenance of the financial records of the Cancer Centers to the extent directly related to the provision of Radiation Oncology Services at the Cancer Centers (referred to collectively as the “Administrative Employees”); and (3) an office administrator to manage and administer, subject to the terms and conditions hereof, all of the day-to-day routine business functions and services of the Cancer Centers. The Company shall not unreasonably withhold its consent to requests by the Practice for additional personnel. The Company shall determine the salaries and fringe benefits of all such personnel provided under this Section consistent with the Annual Budget. Schedule 2.6(a) sets forth as of the Effective Date a complete and correct list of each of the initial Clinical Employees, the Administrative Employees and the office administrator.

(i)The Clinical Employees shall constitute and be treated as leased employees of the Practice under Section 2050.1C of the Medicare Carriers Manual (CMS Pub. 14-3), as amended from time to time, and the Practice shall have, and agrees to exercise, such supervision and control over the Clinical Employees as may be required by CMS (including without limitation by the provisions of Section 2050.1C of the Medicare Carriers Manual, as amended from time to time) so that the Practice may bill Medicare for the services of the Clinical Employees under the Physicians’ or the Practice’s, as the case may be, Medicare provider number(s).

(ii)Each Clinical Employee shall be (1) appropriately licensed, certified or registered, as the case may be, by the State of Florida or Georgia, as appropriate, to assist the Physicians in the provision of Radiation Oncology Services; and (2) qualified by virtue of his training and/or experience to assist the Physicians in the provision of Radiation Oncology Services.

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(b)The Company shall be responsible for the assignment of all such personnel to perform services at the Cancer Centers; provided, however, that the Company shall, at the Practice’s reasonable request, reassign or replace any non-physician medical support personnel who are not, in the Practice’s judgment, adequately performing the required services. Neither the Practice nor the Company shall discriminate against such personnel on the basis of race, religion, age, sex, disability or national origin in violation of any applicable Law.

(c)Notwithstanding anything to the contrary contained herein, at all times during the term of this Agreement, the Clinical Employees and the Administrative Employees shall be deemed employees or independent contractors of the Company and not the Practice.

SECTION 2.7Cancer Centers. The Company hereby grants the Practice the exclusive right in conjunction with the Company, during the term of this Agreement, to use, subject to the terms and conditions of the Cancer Center leases (the “Lease”), for the provision of Radiation Oncology Services. The Company covenants that (i) the Practice will have quiet possession of and the undisturbed right to use each of the Cancer Centers during the term of this Agreement, (ii) the Company will not default under any Lease, and (iii) the Company will not amend any Lease without the Practice’s consent. The Practice shall not, and shall cause each of the Physicians not to, make any changes, alterations or additions to the Cancer Centers without the prior written consent of the Company, which shall not be unreasonably withheld. The Practice shall use and occupy the Cancer Centers (a) in accordance with the terms and conditions of the Lease, (b) exclusively for the provision of Radiation Oncology Services and ancillary services, such as imaging, laboratory, cyclotron, and support services, and (c) in compliance with all applicable Laws and standards of medical care. It is expressly acknowledged by the Parties that the medical practice or practices conducted at the Cancer Centers shall be conducted solely by Physicians associated with the Practice, and no other physician or medical practitioner shall be permitted to use or occupy the Cancer Centers without the prior written consent of the Company.

SECTION 2.8Files and Records.

(a)Subject to the succeeding paragraph, the Company shall maintain all files and records relating to the operation of the Cancer Centers and Practice, including, but not limited to, customary financial records and patient files. The Company shall use its best efforts to manage all files and records in compliance with all applicable Laws, and all files and records shall be located so that they are readily accessible for patient care, consistent with ordinary records management practices. The Practice shall have reasonable access to such records during the term of this Agreement and for a period of five years after the termination or expiration of the term of this Agreement.

(b)The Practice shall supervise the preparation of, and direct the contents of, patient medical records, all of which shall be and remain confidential and the property of the Practice. The Practice shall establish and enforce procedures to ensure that the Professional Staff properly prepare and complete medical records for all Patients as required by applicable Law, the medical staff bylaws, rules and regulations of the Company and its Affiliates, and the rules and regulations of any Third-Party Payors with which the Company (or any Affiliate of the Company) may contract or affiliate from time to time. All such patient records shall be

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maintained for the periods required by, and subject to the other requirements of, applicable Law. The Company shall have reasonable access to such records and, subject to applicable Laws and accreditation policies, the Company shall be permitted to retain true and complete copies of such records.

SECTION 2.9Recruitment of New Physicians. At the request of the Practice, the Company shall perform administrative services relating to the recruitment of physicians for the Practice. The Company’s role in recruitment is not to be construed as direct employment by the Company, but an acknowledgement that any financial commitment made to a Physician during recruitment will affect the performance of both the Company and the Practice under this Agreement.

SECTION 2.10Expansion of the Practice. The Company shall assist the Practice in evaluating and adding additional office space, new Cancer Centers, new office-based procedures and services, and new or additional ancillary or other professional services, as provided for in the Annual Budget or otherwise approved by the Company and the Practice. The Company and the Practice hereby pledge their mutual intention and support for such reasonable expansion of the Practice.

SECTION 2.11Practice Assessment and Consulting Services. The Company shall assess the Practice’s performance including product line analysis, outcomes monitoring and patient satisfaction. The Company shall develop systems to track revenues, expenses, utilization, quality improvement, Practice and Physician productivity and patient satisfaction. The Company shall arrange for or provide business and financial management consultation and advice reasonably requested by the Practice and directly related to the operations of the Practice pursuant to this Agreement.

SECTION 2.12Managed Care Contracting.

(a)The Company shall review all proposed managed care contracts and provide recommendations to the Practice regarding whether the participation in such managed care contract is consistent with the Annual Budget. The Practice shall execute only such managed care contracts as may be consistent with the Annual Budget (unless otherwise approved by the Company) and shall (and shall cause the Professional Staff to) abide by the terms of any such contract. Notwithstanding the foregoing, no Party shall execute a managed care contract pertaining to Radiation Oncology Services to be provided at the Cancer Centers without the other Party’s prior written consent (which consent shall not be unreasonably withheld).

(b)The Practice shall ensure that: (i) each Physician participates (without interruption or suspension) in Medicare, Medicaid, TRICARE, workers’ compensation, other federal and state reimbursement programs, and the payment plan of any commercial insurer, health maintenance organization, preferred provider organization, or other health benefit plan or program with which the Practice may contract or affiliate from time to time and (ii) the Professional Staff complies with appropriate utilization control and review mechanisms and quality improvement policies implemented by the Company or by appropriate managed care programs, Third-Party Payors, governmental agencies and accreditation bodies, including without limitation, JCAHO, ACR and ACCC.

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SECTION 2.13Restrictive Covenants of the Company.

(a)The Company shall not provide space, furnishings, facilities, equipment, supplies, services or personnel similar to those provided to the Practice under this Agreement, directly or indirectly, to any Person or entity (other than the Practice) in connection with the provision of Radiation Oncology Services to patients in the Practice Area, without providing the Practice with appropriate prior written notice and the opportunity to provide such Radiation Oncology Services on terms no less favorable than those proposed to be offered to such Person.

(b)The Company shall not take any action to disparage or criticize the Practice or any of its employees, officers, directors, owners or customers.

(c)Each Party hereby agrees that the provisions of this Section 2.13 are independent of all other covenants or agreements between the Parties and shall remain enforceable regardless of any claim or determination with respect to, or breach of, any other agreement between the Parties.

(d)Each Party hereby acknowledges that in the event of any breach or threatened breach by the Company of any of the provisions of this Section 2.13, the Practice would not have an adequate remedy at Law and could suffer substantial and irreparable damage. Accordingly, the Company hereby agrees that, in such event, the Practice shall be entitled, and notwithstanding any election by the Practice to claim damages, to obtain a temporary and/or permanent injunction (without proving a breach therefor) to restrain any such breach or threatened breach or to obtain specific performance of any such provisions, all without prejudice to any and all other remedies that the Practice may have at Law or in equity.

(e)Any term or provision of this Section 2.13 that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Section 2.13 or affecting the validity or enforceability of any of the terms and provisions of this Section 2.13 in any other jurisdiction. Each of the Parties hereby agrees that the provisions set forth in this Section 2.13 are reasonable under the circumstances, and further agrees that, if in the opinion of any court of competent jurisdiction any provision herein is determined to be excessively broad as to duration, activity, subject or otherwise incompatible with applicable Law, said court is authorized and requested to modify such provision so as to cause it to be not excessively broad or incompatible with applicable Law, and to enforce such provision as modified.

(f)For purposes of this Section 2.13, the term “Practice” shall mean, collectively, the Practice and its Affiliates.

SECTION 2.14Payment of Operational Expenses. As more fully set forth in Article IV, each Operational Expense shall be paid out of Practice Revenues and the Company shall have the authority to pay each such Operational Expense from the Company Lockbox Account.

SECTION 2.15Company Expenses. The Company shall be solely responsible for the payment of all Company Expenses.

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ARTICLE III
OBLIGATIONS OF THE PRACTICE

SECTION 3.1Required Services and Service Hours. Unless otherwise agreed to by each of the Parties, at all times during the term of this Agreement, the Practice shall ensure that: (a) a Physician is available to provide comprehensive Radiation Oncology Services at the Cancer Centers on a fulltime basis (the Practice may retain, at its sole cost and expense, qualified locum tenens to provide such services); (b) each Patient seeking Radiation Oncology Services at the Cancer Centers is treated within a reasonable time of such Patient’s request for treatment; and (c) a Physician shall be available at the Cancer Centers, at all times, when a Patient is being treated.

SECTION 3.2Professional Standards.

(a)The professional services provided by the Practice and the Professional Staff shall be performed solely by or under the supervision of a Physician licensed to practice medicine in the State of Florida or Georgia, as appropriate, and shall at all times be provided in accordance with applicable ethical standards and Laws applying to the medical profession (or with any standards to which by contract it has agreed to abide). The Practice shall, with the assistance of the Company if so requested, resolve any utilization management or quality improvement issues (as described more fully in Section 3.11) which may arise in connection with the Practice.

(b)If any disciplinary actions or professional liability actions are initiated against the Practice or any Professional Employee, the Practice shall immediately inform the Company of such action and the underlying facts and circumstances and provide the Company, promptly upon receipt thereof but in any event within five Business Days, with copies of all documents received by the Company with respect to any such action. The Company shall similarly inform the Practice of any such disciplinary actions or professional liability actions initiated against the Practice or any Professional Staff of which it first becomes aware and provide the Practice, promptly upon receipt thereof but in any event within five Business Days, with copies of all documents received by the Company with respect to any such action.

(c)The Practice shall establish and maintain procedures to assure the consistency and quality of all professional medical services provided by the Practice, and the Company shall render administrative assistance to the Practice as requested in furtherance thereof. The Practice shall in good faith cooperate with inspections and on-site surveys of the Practice as may be conducted by any Governmental Authority, accrediting organization or other Third-Party Payor.

SECTION 3.3Physician Powers of Attorney. The Practice shall require all Physicians to execute and deliver to the Practice powers of attorney, satisfactory in form and substance to the Company, appointing the Practice as attorney-in-fact for each such Physician for the purposes set forth in Section 2.4(k).

SECTION 3.4Restrictive Covenants of the Practice.

(a)The Practice acknowledges and agrees that the services to be provided by the Company hereunder are feasible only if the Practice operates a vigorous medical practice to

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which the Physicians devote their full time, attention and best efforts. Accordingly, the Practice agrees that it shall not, without the prior written consent of the Company, during the term of this Agreement and for a period of three years following the termination of this Agreement, other than pursuant to this Agreement, on its behalf or on behalf of any other Person, directly or indirectly,

(i)solicit, recruit or employ any Person who has been employed or otherwise retained by the Company at any time during the 12 months immediately preceding such solicitation or recruitment or cause or seek to cause such Person to leave the employ of the Company, excluding however individuals who at the time are employed by BHS, SEGHS or any of their Affiliates; or

(ii)solicit any supplier, lender, lessor or any other Person which has a business relationship with the Company with a view to cause, or seek to cause, such Person to take action which is intended to or could reasonably likely adversely affect the Company’s relationship with such Person.

(b)The Practice shall not take any action to disparage or criticize the Company or, as applicable, any of its employees, officers, directors, owners or customers.

(c)The Practice shall cause each Physician (other than any locum tenens engaged by the Practice) to enter into an agreement concerning the restrictions set forth in this Section 3.4. Such agreements shall expressly name the Company as a third-party beneficiary.

(d)Each Party hereby agrees that the provisions of this Section 3.4 are independent of any and all other covenants or agreements by and among such Parties and shall remain enforceable regardless of any claim or determination with respect to, or breach of, any other agreement between such Parties.

(e)Each Party hereby acknowledges that in the event of any breach or threatened breach by the Practice of any of the provisions of this Section 3.4, the Company would have no adequate remedy at Law and could suffer substantial and irreparable damage. Accordingly, the Practice hereby agrees that, in such event, the Company shall be entitled, and notwithstanding any election by the Company to claim damages, to obtain a temporary and/or permanent injunction (without proving a breach therefor) to restrain any such breach or threatened breach or to obtain specific performance of any such provisions, all without prejudice to any and all other remedies which the Company may have at Law or in equity.

(f)Any term or provision of this Section 3.4 which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Section 3.4 or affecting the validity or enforceability of any of the terms

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and provisions of this Section 3.4 in any other jurisdiction. Each of the Parties hereby agrees that the provisions set forth in this Section 3.4 are reasonable under the circumstances, and further agrees that if in the opinion of any court of competent jurisdiction any provision herein is determined to be excessively broad as to duration, activity, subject or otherwise incompatible with applicable Law, said court is authorized and requested to modify such provision so as to cause it to be not excessively broad or incompatible with applicable Law, and to enforce such provision as modified.

(g)For purposes of this Section 3.4, the term “Company” shall mean, collectively, the Company and its Affiliates (including, but not limited to, entities with which the Company and its Affiliates have management arrangements or to which any of them provides management services).

(h)The Practice shall cause each Physician to agree to provide radiation oncology medical services exclusively for the Company at the Cancer Centers, and will NOT provide any such services to any non-owned outpatient Company Cancer Centers, nor compete with any Cancer Centers, within the Practice Area, unless with the written consent of the Company. The Parties hereby agree that the Cancer Centers owned, operated, leased or managed by BHS, SEGHS or any of their Affiliates are excluded from such non-compete, and, accordingly, the Company hereby grants consent for the Practice to provide such professional services at those Centers.

SECTION 3.5Continuing Professional Education. The Practice shall ensure that each Physician maintains competence in, and remains currently well-informed as to recent developments about, radiation oncology clinical protocols. Accordingly, subject to the Practice at all times providing sufficient Physicians to care for the needs of Patients, the Physicians shall attend seminars, keep current with journals and take other reasonable steps to remain proficient in the practice of radiation oncology. All seminars necessary to maintain licensure or competence shall be the responsibility of the Practice and the individual Physicians. At a minimum, the Practice shall ensure that each Physician participates in such continuing medical education as is necessary for the Physician to remain licensed.

SECTION 3.6Initial Physicians. The initial Physicians of the Practice shall be Drs. Paryani, Wells, Johnson, Scott, Kuruvilla, Terk, Jamieson, Schoeppel, Tripp, Simmons, Deshmukh, Augspurger, Mendoza, Sinopoli, and Collieand who shall provide Radiation Oncology Services at the Cancer Centers and BHS and SEGHS Centers on a fulltime basis.

SECTION 3.7Additional Physicians. The decision to employ or engage an additional Physician (“New Physician”) shall be made by the Practice (after consultation with the Company) and the terms of any employment contract or similar agreement between the Practice and such New Physician shall be determined by the Practice. Each Physician (including each New Physician) shall be deemed an employee, independent contractor or agent of the Practice.

SECTION 3.8Termination of Physicians. The Practice shall consult with the Medical Advisory Board prior to terminating the employment or engagement of any Physician; provided, however, that all decisions with respect to removing Physicians shall be made by the Practice, in its sole and absolute discretion. Each Physician’s right to treat Patients or otherwise

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provide services at the Cancer Centers shall automatically terminate upon the termination of such Physician’s employment or engagement with the Practice. Evidence of the disclosure by the Practice to all Physicians of the foregoing limitation on their right to so use the Cancer Centers, and each Physician’s acceptance of such limitations, shall be documented and made available to the Company upon request.

SECTION 3.9Cooperation. The Practice shall, and shall request the Physicians to, cooperate with and assist the Company to control all costs and expenses relating to the operation of the Cancer Centers without sacrificing professional standards or patient care. The Practice shall, and shall require Physicians to, exercise due care to ensure that, when being used by the Physicians, medical equipment utilized by the Practice is being used in a safe and efficient manner, and shall timely report any unsafe or unsatisfactory equipment of which the Practice, or any of the Physicians, is aware. The Parties acknowledge that the Practice retains full authority and responsibility for patient care and that the Company’s policies and procedures referenced herein are not to interfere with the Practice’s authority with respect to patient care issues. The Practice also agrees to cooperate with, and participate in, any patient satisfaction surveys and/or outcomes management surveys or programs instituted or implemented by the Company, subject to approval by the Practice (such approval not to be unreasonably withheld or delayed). In the event that the Practice reasonably objects to any policy or procedure implemented by the Company, such objection shall be resolved by the Medical Advisory Board. In the event that the Medical Advisory Board shall be unable to resolve any such dispute, such dispute shall be submitted to arbitration in accordance with Article X.

SECTION 3.10Billing Information and Collection Policy.

(a)The Practice shall promptly provide the Company with all billing information requested by the Company (including, but not limited to, appropriate provider numbers, the name of the Patient, the date of service, and the nature and extent of services provided) and any supporting medical information necessary to enable the Company to bill and collect the Cancer Centers and Practice’s charges pursuant hereto. The Practice shall cause each Physician to provide the Company with billing codes and complete descriptions supporting all procedures performed by such Physician, and shall comply with all reasonable requests by the Company to supplement such coding or descriptions for billing purposes.

(b)All professional fee schedules for services shall be mutually agreed to by the Practice and the Company. No discount, fee reduction, writeoff, or other waiver of the agreed fees shall be made by the Company without express authorization of the Practice, which authorization shall not be unreasonably withheld. The Company shall be liable to reimburse the Practice in full for any writeoff or fee reduction not expressly authorized by the Practice.

SECTION 3.11Quality and Utilization Management. The Practice acknowledges and agrees that a quality and utilization management program for determining the medical necessity and appropriateness of care rendered by the Practice provides controls and protections that assist to prevent potential overutilization with any fee-for-service arrangement including, but not limited to, those reimbursable under federal health insurance programs and also provides essential data to the Practice and the Company for the purposes of managing the Cancer Centers and negotiating, administering and maintaining Third-Party Payor contracts. The Practice and

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the Company agree to develop and implement a quality and utilization management program in accordance with recommendations made by the Company, the Practice, or the Medical Advisory Board or as required under Third-Party Payor contracts. The Practice shall cause the Physicians to participate in the development of such programs and to comply with the standards, protocols or practice guidelines established thereby, and the Practice will ensure that such individuals are required by their employment agreements or other contracts to do so. The Company is authorized by the Practice to prepare and distribute reports of such program activities to employees of, and consultants to the Practice and the Company, to Third-Party Payors, and to such other Persons as the Company deems necessary in order for the Company to carry out its obligations hereunder.

SECTION 3.12Peer Review. The Practice and the Company shall cooperate to develop, from time-to-time, peer review procedures for the Professional Staff providing services to the Patients. The Practice shall provide the Company with prompt notice of any material quality of care concerns relating to the Physicians providing services on behalf of the Practice. The Practice shall implement such corrective actions that the Practice, after consultation with the Medical Advisory Board, determines are necessary or appropriate to comply with the then current peer review procedures, community standards, and Laws. The Practice and the Physicians will also comply with, and participate in, all peer review programs of the Company its Affiliates, and any entity with whom the Company (or any Affiliate of the Company) and the Practice contracts with respect to the provision of Radiation Oncology Services at the Cancer Centers, including, but not limited to, Third-Party Payors.

SECTION 3.13Practice Operational Authority. The Practice shall have exclusive authority and control over day-to-day operations and center staff decisions subject to the requirement that the Practice shall, at all times, comply with and follow: (a) the human resources policies of the Company and its Affiliates, (b) all employment Laws, (c) the Annual Budget, (d) all reimbursement rules of Medicare and all other Third-Party Payors and (e) all Laws as to which non-compliance would be detrimental to the Company, its Affiliates and/or the Practice.

SECTION 3.14Other Obligations of the Practice. At all times during the term of this Agreement, the Practice shall also be responsible for: (a) the scheduling of Physician coverage to ensure that fulltime coverage is being provided at the Cancer Centers during the business hours established by the Company; (b) maintaining an adequate internal mechanism for selecting, disciplining and removing Physicians; (c) assisting the Company (and its Affiliates) in interviewing, screening, selecting, reviewing and disciplining the Clinical Employees; (d) exerting its best efforts to effectively and efficiently resolve (with the cooperation of the Company) Patient, Clinical Employee and medical staff member complaints and problems concerning the provision of Radiation Oncology Services; (e) communicating and participating in regular meetings with the Medical Advisory Board to discuss the delivery of Radiation Oncology Services and the operation of the Cancer Centers; (f) cooperating with the efforts of the Company (and its Affiliates) to obtain and/or maintain accreditations by ACR and JCAHO, as well as all appropriate and necessary federal and state licenses and certifications; (g) assisting the Company (and its Affiliates) in the development and implementation of all marketing plans and efforts in connection with the Cancer Centers, and causing the Physicians to be available on a reasonable basis to support these marketing activities (which may include, for example, speaking engagements at cancer conferences, public forums, support groups, participation on

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tumor boards, and meetings with referring physicians); (h) maintaining a number of Physicians sufficient for the Practice to be able to accept and treat all new Patients equally, without regard to any factors other than medical condition (including, without limitation, Patients of Medicare and Medicaid, as well as insured and uninsured Patients); (i) providing a reasonable amount of indigent care in the Community, and when and to the extent reasonably requested by the Company, teaching in any teaching program at the Cancer Centers; (j) causing the Physicians to maintain staff privileges at major hospitals and health plans in the Community; and (k) ensuring that the Professional Staff are familiar and comply with (i) all Laws governing the practice of medicine or the provision of Radiation Oncology Services, (ii) all policies, rules and regulations and bylaws of those hospitals where they have staff privileges, (iii) all applicable professional standards, including, without limitation, the standards of the American Medical Association and (iv) all requirements of Medicare, Medicaid, the Health Insurance Portability and Accountability Act, managed care contracts, and any other federal, state or private payor reimbursement programs and plans participated in by the Cancer Centers.

SECTION 3.15Practice Expenses. The Practice shall be solely responsible for the payment of all Practice Expenses.

ARTICLE IV
FINANCIAL ARRANGEMENT

SECTION 4.1Management Fees.

(a)As compensation for the provision by the Company of the Management Services, the Practice shall pay the Company:

(i)an annual (on a calendar year basis) fee equal to the lesser of 4% of the annual Practice Revenues or the actual cost of the billing and collection services set forth in Section 2.4(k) at the Cancer Centers (the “Billing and Collection Fee”); plus

(ii)an annual (on a calendar year basis) fee (General Management Services Fee”) equal to:

(A)60% of the EBITDA of the Cancer Centers other than Beaches Cancer Center; and

(B)an amount equal to 50% of the EBITDA at the Beaches Cancer Center.

The amounts to be paid to the Company pursuant to the Billing and Collection Fee and the General Management Services Fee shall be prorated and payable monthly during the term of this Agreement within 20 days after the end of each calendar month.

(b)Payment of the Billing and Collection Fee and the General Management Services Fee is not intended to permit the Company to share in the Practice’s fees, but is

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acknowledged as the Parties’ negotiated agreement as to the reasonable fair market value of the equipment, support services, personnel, office space, management, administration and other items and services furnished by Company pursuant to this Agreement, considering the nature and volume of the services required and the respective risks assumed by the Company and the Practice. Payment of the Billing and Collection Fee and the General Management Services Fee is not intended to be, and shall not be interpreted to constitute, the payment of remuneration for referrals.

SECTION 4.2Retained Amount. Notwithstanding the requirements of Section 4.1, the Practice shall be entitled to retain, on a monthly basis, a draw of at least $ 107,500 (the “Retained Amount”). The Company shall prepare for the Practice a quarterly reconciliation of the exact Billing and Collection Fee and the General Management Services Fee due against the Retained Amount and shall pay any amount due either the Company or the Practice within 45 days. In addition, the Company shall prepare an analysis to verify Practice Revenues on an accrual basis versus cash basis.

SECTION 4.3Payments.

(a)When determining the amount of any payments to be made pursuant to Section 4.1 and Section 4.2, the Company shall be permitted to estimate monthly revenues and expenses in accordance with the Annual Budget.

(b)In the event that Practice Revenues are insufficient to pay all of the Operational Expenses for any period, all Operational Expenses other than the Billing and Collection Fee shall be paid in full prior to the payment of the General Management Services Fee.

SECTION 4.4Reconciliation. Adjustments to any payments made to the Company or the Practice pursuant to this Agreement shall be made to reconcile actual amounts due under this Agreement within 90 days after the end of each calendar year during the term of this Agreement (pro-rated for any year for which this Agreement has been in effect less than the entire year). At such intervals, the Company shall determine the actual amounts due to each Party pursuant to this Agreement for such period and shall notify the Practice of the amount of payments, if any, owed by or due to each Party as a result of the reconciliation. If payment is owed by any Party, such amount shall be paid to such Party within 20 Business Days of such notification.

SECTION 4.5Review of Financial Arrangements by the Practice. The Practice shall have the right, at its own cost and expense, to review the Company’s calculations of all payments, fees and expenses owed by or due to any Party or a third party under this Agreement (such costs and expenses to review the Company’s calculations are referred to herein as the “Practice Review Expense”). Upon reasonable notice to the Company, the Practice shall have the right to review the Company’s calculations or allocation of any such payments,-fees or expenses and the Company shall provide the Practice, with all documents, reports, records and supporting materials used in determining such amounts. Such documents shall be delivered to the Practice within a reasonable period of time after such request, but in any event within 15 Business Days. Not later than 20 Business Days following the delivery of such documents to the

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Practice, the Practice may furnish the Company with written notification of any dispute concerning any items shown thereon or omitted therefrom, together with a detailed explanation in support of the Practice’s position in respect thereof. The Company and the Practice shall consult to resolve any dispute for a period of 15 Business Days following such notification to the Company. If such 15 Business Day consultation period expires and the dispute has not been fully resolved, the matter shall be referred to any accounting firm which has not provided accounting services to any Party or its Affiliates within the prior three years and is chosen by the Medical Advisory Board (the “Accountants”), which shall resolve the dispute and render its decision (together with a brief explanation of the basis therefor) to the Practice and the Company not later than 20 Business Days following submission of the dispute to it. The decision of such Accountants shall be a final determination of such amounts. In the event that the Accountants resolve all disputes presented to it in the manner proposed by one of the Parties, the fees and expenses of the Accountants relating to the resolution of such dispute shall be paid by the other Party. In all other events, the fees and expenses of the Accountants shall be shared in the same proportion that the Company’s position, on the one hand, and the Practices’ position, on the other, initially presented to the Accountants bears to the final resolution as determined by the Accountants.

SECTION 4.6Collateral Security.

(a)Grant of Security Interest. To the extent permitted by applicable Law, as collateral security for the prompt and complete payment when due of all Operating Expenses (referred to in this Section 4.6 as the “Secured Obligations”), the Practice hereby sells, assigns, mortgages, hypothecates, conveys and transfers to the Company, and hereby grants to the Company a continuing security interest (subordinate only to any security interest of Third Party Payors in Receivables owed by such payor) in all of the Practice’s rights, title and interest in, to and under the Receivables (other than the Governmental Receivables) which may be created or arise during the term of this Agreement, together with any and all proceeds (as defined in the Uniform Commercial Code) and products thereof, accessions thereto and substitutions and additions therefor, regardless of the manner in which the entitlement to payment for such Receivables shall exist, whether as accounts, accounts receivable, notes receivable or other evidence of entitlement to the Receivables, and all of the Practice’s rights, title and interest (including its right to control the same), if any, in, to and under the Practice Lockbox Account and the sums on deposit therein (referred to collectively as the “Collateral”).

(b)Remedies. If an Event of Practice Default shall have occurred and be continuing, the Company shall be entitled to exercise in respect of the Collateral all of its rights, powers and remedies provided for herein or otherwise available to it by Law, in equity or otherwise, including all rights and remedies of a secured party under the Uniform Commercial Code, and shall be entitled in particular, but without limitation of the foregoing, to exercise the following rights, which the Practice agrees to be commercially reasonable: to sell, resell, assign and deliver, in its sole discretion, all or any of the Collateral, in one or more parcels, at public or private sale, at the Company’s main office or elsewhere, for cash, upon credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Company may deem satisfactory. If any of the Collateral is sold by the Company upon credit or for future delivery, the Company shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, the Company may resell such Collateral.

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In no event shall the Practice be credited with any part of the proceeds of sale of any Collateral until and to the extent cash payment in respect thereof has actually been received by the Company. Each purchaser at any such sale shall hold the property sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Practice, and the Practice hereby expressly waives all rights of redemption, stay or appraisal, and all rights to require the Company to marshal any assets in favor of the Practice or any other party or against or in payment of any or all of the Secured Obligations, that it has or may have under any rule of Law now existing or hereafter adopted. No demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law, as referred to below), all of which are hereby expressly waived by the Practice, shall be required in connection with any sale or other disposition of any part of the Collateral. If any notice of a proposed sale or other disposition of any part of the Collateral shall be required under applicable Law, the Company shall give the Practice at least 10 days’ prior notice of the time and place of any public sale and of the time after which any private sale or other disposition is to be made. The Company shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given. The Company may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each public sale and, to the extent permitted by applicable Law, upon each private sale, the Company may purchase all or any of the Collateral being sold, free from any equity, right of redemption or other claim or demand, and may make payment therefor by endorsement and application (without recourse) of the Secured Obligations in lieu of cash as a credit on account of the purchase price for such Collateral.

(c)Application of Proceeds. All proceeds collected by the Company upon any sale, other disposition of or realization upon any of the Collateral, together with all other moneys received by the Company hereunder, shall be applied as follows: (i) first, to the payment of all costs and expenses of such sale, disposition or other realization, including the reasonable costs and expenses of the Company and the reasonable fees and expenses of its agents and counsel and all amounts advanced by the Company for the account of the Practice; (ii) second, after payment in full of the amounts specified in clause (i) above, to the ratable payment of all other Secured Obligations owing to the Company; and (iii) third, after payment in full of the amounts specified in clauses (i) and (ii) above, and following the termination of this Agreement, to the Practice or any other Person lawfully entitled to receive such surplus. The Company shall remain liable to the extent of any deficiency between the amount of all proceeds realized upon sale or other disposition of the Collateral pursuant to this Agreement and the aggregate amount of the sums referred to in clauses (i) and (ii) above. Upon any sale of any Collateral hereunder by the Company (whether by virtue of the power of sale herein granted, pursuant to judicial proceeding, or otherwise), the receipt of the Company or the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Company or such officer or be answerable in any way for the misapplication thereof.

(d)Waivers. The Practice, to the greatest extent not prohibited by applicable Law, hereby (i) agrees that it will not invoke, claim or assert the benefit of any rule of Law now or hereafter in effect (including, without limitation, any right to prior notice or judicial hearing in

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connection with the Company’s possession, custody or disposition of any Collateral or any appraisal, valuation, stay, extension, moratorium or redemption Law), or take or omit to take any other action, that would or could reasonably be expected to have the effect of delaying, impeding or preventing the exercise of any rights and remedies in respect of the Collateral, the absolute sale of any of the Collateral or the possession thereof by any purchaser at any sale thereof, and waives the benefit of all such Laws and further agrees that it will not hinder, delay or impede the execution of any power granted hereunder to the Company, but that it will permit the execution of every such power as though no such Laws were in effect, (ii) waives all rights that it has or may have under any rule of Law now existing or hereafter adopted to require the Company to marshal any Collateral or other assets in favor of the Practice or any other party or against or in payment of any or all of the Secured Obligations, and (iii) waives all rights that it has or may have under any rule of Law now existing or hereafter adopted to demand, presentment, protest, advertisement or notice of any kind (except notices expressly provided for herein).

(e)The Company; Standard of Care. The Company will hold all items of the Collateral at any time received under this Agreement in accordance with the provisions hereof. The obligations of the Company as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement. The powers conferred on the Company hereunder are solely to protect its interest in the Collateral, and shall not impose any duty upon it to exercise any such powers. Except for treatment of the Collateral in its possession in a manner substantially equivalent to that which the Company accords its own property of a similar nature, and the accounting for moneys actually received by it hereunder, the Company shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral. The Company shall not be liable to the Practice (i) for any loss or damage sustained by the Practice, or (ii) for any loss, damage, depreciation or other diminution in the value of any of the Collateral that may occur as a result of or in connection with or that is in any way related to any exercise by the Company of any right or remedy under this Agreement, any failure to demand, collect or realize upon any of the Collateral or any delay in doing so, or any other act or failure to act on the part of the Company, except to the extent that the same is caused by its own gross negligence or willful misconduct.

(f)Further Assurances; Attorney-in-Fact. The Practice agrees that it will join with the Company to execute and, at the Company’s expense, file and refile under the Uniform Commercial Code such financing statements, continuation statements and other documents and instruments in such offices as the Company may reasonably deem necessary or appropriate, and wherever required or permitted by Law, in order to perfect and preserve the Company’s security interest in the Collateral, and hereby authorizes the Company to file financing statements and amendments thereto relating to all or any part of the Collateral without the signature of the Practice where permitted by Law, and agrees to do such further acts and things (including, without limitation, making any notice filings with state tax or revenue authorities required to be made by account creditors in order to enforce any Receivables) and to execute and deliver to the Company such additional conveyances, assignments, agreements and instruments as the Company may reasonably require or deem advisable to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of this Agreement or to further assure and confirm unto the Company its rights, powers and remedies hereunder.

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In addition to the powers set forth in Section 2.4(k), the Practice hereby irrevocably appoints the Company its lawful attorney-in-fact, with full authority in the place and stead of the Practice and in the name of the Practice, the Company or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), from time to time in the Company’s discretion after the occurrence and during the continuance of an Event of Practice Default (except for the actions described in clause (i) below, which may be taken by the Company without regard to whether any such a default has occurred) to take any action and to execute any instruments that the Company may deem necessary or advisable to accomplish the purpose of carrying out the provisions of the Company’s security interest in the Receivables, including, without limitation: (i) to sign the name of the Practice on any financing statement, continuation statement, notice or other similar document that, in the Company’s opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to the Practice representing any interest or other amount payable in respect of any of the Collateral and to give full discharge for the same; (iv) to pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Company in its sole discretion, any such payments made by the Company to become Secured Obligations of the Practice to the Company, due and payable immediately and without demand; (v) to file any claims or take any action or institute any proceedings that the Company may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Company with respect to any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Company were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Company’s option and the Practices’ expense, all other acts and things deemed necessary by the Company to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement.

If the Practice fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Company (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Practice Default), the Company may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the Company.

(g)Company Lender Loans. Notwithstanding anything to the contrary contained in this Section 4.6, to the extent that any Company Lender Loan may be outstanding, then the Company’s security interest in the Collateral granted hereby may be subordinate to, and only to, any security interest of such Company Lender in such Collateral.

(h)Assignment. To the extent permitted by applicable Law, the Company. may assign all of its rights and interests under this Agreement as security for loans and other

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financing arrangements obtained by the Company from any other Person or entity, whether now existing or hereafter arising. Any such assignee shall have all of the Company’s rights and remedies, but none of the Company’s obligations, under this Agreement. The Company shall provide the Practice with prior written notice of any such assignment. The Practice shall cooperate with the Company and execute all necessary documents in connection with the assignment of the Collateral to the Company or, at the Company’s option, any assignee.

SECTION 4.7Deposit of Receivables. Promptly upon the request of the Company, the Practice shall provide the Company with an accurate and complete list of all Third-Party Payors. The Company shall have the right (but not the obligation) to deliver a letter, substantially in the form as attached hereto as Exhibit A, to all Third-Party Payors (the “Payor Instruction Letter”) or otherwise notify such Third-Party Payors of the contents thereof. The Payor Instruction Letter shall direct payments on the Receivables to be deposited into a bank account at the Depository Bank designated by the Company (the “Company Account”). For Receivables for services rendered to patients who participate in the Medicare program, the Medicaid program, other government health care programs, and any other Third Party Payors that ‘will not allow the Practice’s Receivables to be deposited into the Company Account, the Practice shall establish a bank account at the Depository Bank (the “Practice Lockbox Account”) and the Practice shall enter into an agreement with the Depository Bank that sets forth a standing order from the Practice to transfer or remit all cash proceeds on a daily basis to the Company Account (the “Lockbox Account Agreement”). To the extent that the Practice receives any payments contrary to the terms of the Payor Instruction Letter (including, without limitation, any amounts received directly from Patients at the time medical services are rendered or otherwise), the Practice agrees to deposit all such payments received by the Practice into the Practice Lockbox Account. As set forth in Section 2.14, the Company is hereby granted full power and authority to pay, out of the funds in the Company Account, the Retained Amount, the Company Fee, all Operational Expenses (including, without limitation, all Billing and Collection Fees) and reimburse itself, out of the funds in the Company Account, for all Operational Expenses advanced or paid by it. The instructions set forth in the Payor Instruction Letter and the Lockbox Account Agreement shall be revocable by the Practice during the term of this Agreement if an Event of Company Default shall have occurred; provided, however, that if the Practice revokes such instructions or agreement during the term of this Agreement when no Event of Company Default shall have occurred, such revocation shall constitute an Event of Practice Default and the Company shall be entitled to seek an order from a court of competent jurisdiction for specific performance to “sweep” the Practice Lockbox Account pursuant to this Agreement. Following termination or expiration of the term of this Agreement, the Company shall take all action and execute all instruments as the Practice may reasonably request in order to notify the Third-Party Payors of such termination.

SECTION 4.8Automatic Termination. The assignment, security interest, and deposit of Receivables provided for in Sections 4.6 and 4.7 shall terminate immediately, without any action required by the Practice, upon the earliest to occur of (i) an Event of Company Default or an event that, with the passage of time, the giving of notice or both, would constitute an Event of Company Default or (ii) the termination of this Agreement for any reason other than an Event of Practice Default. Immediately upon any such termination, the Company shall take all actions requested by the Practice to effect such termination and to notify third parties thereof.

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ARTICLE V

TERM AND TERMINATION

SECTION 5.1Term; Renewal Terms. This Agreement shall commence on the Effective Date and shall expire on October 11, 2011, unless earlier terminated as provided for in Sections 5.2 and 5.3 hereof. The term of this Agreement automatically shall be extended for an additional five year term unless (a) there has been a material change in either (i) the management fees set forth in Section 4.1, (ii) the Management Services set forth in Article II or (iii) the Practice’s clinical practice (including any significant change with respect to staffing, equipment or administrative oversight thereof) required by, or otherwise resulting from an action taken by, the Company, and (b) either Party gives written notice to the other not less than 180 days prior to the end of the then current term that it does not desire to extend the term.

SECTION 5.2Termination by the Company. Upon written notice to the Practice, the Company may terminate this Agreement and have no further liability or obligation hereunder (except as expressly provided herein) upon the occurrence of any of the following events (each an “Event of Practice Default”):

(a)The Practice is involuntarily suspended, excluded or terminated from participation in the Medicare or Medicaid programs.

(b)The Practice withdraws from participation in the Medicare or Medicaid programs as a result of regulatory investigation or the Practice is excluded from entering into healthcare provider agreements with any material portion of the managed care or healthcare insurance industry.

(c)A majority of the members of the Medical Advisory Board determines that (i) the Practice is not providing care in a manner that meets the prevailing standard of care in the community or (ii) the Practice or any Physician has materially breached professional standards in a way that endangers the health or safety of any Patient or employee of the Company (or any Affiliate of the Company) and the Practice fails, after 60 days notice from the Medical Advisory Board, to take action which the Medical Advisory Board deems reasonably acceptable.

(d)The Practice shall apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, file a voluntary petition in bankruptcy, be unable to pay its debts as they come due, make a general assignment for creditors or take advantage of any insolvency Law, have liabilities that exceed its assets, or be “insolvent” as defined in the federal Bankruptcy Code or under any insolvency Law of the State of Florida, or any order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating it as bankrupt or insolvent or approving a petition seeking its reorganization or appointment of a receiver, trustee, or liquidator of it or all or a substantial part of its assets.

(e)The Practice ceases to perform its duties and responsibilities hereunder or breaches any material term or condition of this Agreement (including, without limitation, Section 3.4) and, in the reasonable opinion of the Company, such cessation or breach remains uncured for a period of 60 days after the Practice’s receipt of a written notice specifying such breach.

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(f)The Practice revokes any instructions to a Third Party Payor related to the Third Party Payor Instruction Letter or revokes or modifies any instructions to the Depository Bank in connection with the Practice Lockbox Agreement as set forth in Section 4.7, except as specifically permitted by the provisions of Section 4.7 or 4.8.

(g)The Practice ceases to engage or employ at least one Physician to provide Radiation Oncology Services at each of the Cancer Centers on a fulltime basis.

SECTION 5.3Termination by the Practice. Upon written notice to the Company, the Practice may terminate this Agreement and have no further liability or obligation hereunder (except as expressly provided herein) upon the occurrence of any of the following events (each an “Event of Company Default”):

(a)The Company shall apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, file a voluntary petition in bankruptcy, be unable to pay its debts as they come due, make a general assignment for creditors or take advantage of any insolvency Law, have liabilities that exceed its assets, or be “insolvent” as defined under the federal Bankruptcy Code or under any insolvency law in any state in which the Company does business, or any order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating it as bankrupt or insolvent or approving a petition seeking its reorganization or appointment of a receiver, trustee, or liquidator of it or all or a substantial part of its assets.

(b)The Company fails to make any payment within ten (10) days of when such payment is due to the Practice hereunder and such failure continues for more than ten (10) days after the Company’s receipt of a written notice specifying such breach.

(c)Except as provided in Section 5.3(b), the Company ceases to perform its duties and responsibilities hereunder or breaches any material term or condition of this Agreement (including, without limitation, Section 2.13) and, in the reasonable opinion of the Practice, such cessation or breach remains uncured for a period of 60 days after the Company’s receipt of a written notice specifying such breach.

(d)The Company is involuntarily suspended, excluded or terminated from participation in Medicare or Medicaid.

(e)The Company withdraws from participation in Medicare or Medicaid as a result of regulatory investigation or the Company is excluded from entering into healthcare provider agreements with a material portion of the managed care or healthcare insurance industry.

SECTION 5.4Limitation On Termination Rights. Notwithstanding anything to the contrary contained herein, neither Party shall be permitted to terminate this Agreement pursuant to Section 5.2(e) or Section 5.3(c) above if the other Party’s actions or inactions are a result of any written directions or instructions of the Medical Advisory Board and/or such non-defaulting Party.

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SECTION 5.5Duties And Remedies Upon Expiration Or Termination.

(a)Except as necessary to provide care to any Patient undergoing treatment at any Cancer Centers at the time of the expiration or earlier termination of this Agreement, upon the expiration or earlier termination of this Agreement, the Practice and the Company hereby agree to perform, in addition to their obligations provided for elsewhere in this Agreement and continuing after such expiration or termination of this Agreement, such steps as are otherwise customarily required to wind up their relationship under this Agreement in as orderly a manner as possible. Except as specifically set forth herein, upon the expiration or earlier termination of this Agreement, neither Party shall have any further obligation hereunder with the exception of obligations accruing prior to the date of such expiration or earlier termination and obligations, promises and covenants contained herein which extend beyond the terms hereof including, without limitation, any indemnities, restrictive covenants and access to books and records. Upon the expiration or earlier termination of this Agreement, the financial arrangements set forth in Article IV shall be pro-rated between the Parties to reflect any partial fiscal year. From and after any expiration or earlier termination, each Party shall provide the other with reasonable access to books and records then owned by it to permit such requesting Party to satisfy legal reporting and contractual obligations which may be required of it.

(b)In addition to the foregoing, upon termination of this Agreement by the Company pursuant to Section 5.2, the Practice shall immediately (i) quit and surrender the Cancer Centers in as good condition as reasonable use and wear thereof will permit and (ii) (and shall cause the Physicians to) remove from the Cancer Centers all personal property of the Practice and of any Physician and shall, at its own expense, repair any damage caused to the Cancer Centers by reason of such removal. If the Practice shall fail to do so, the Company may, without notice and without prejudice to any other remedy available, enter and take possession of the Cancer Centers and remove such personal property without being liable to prosecution or any claim for damage suffered by the Practice or the Physicians.

(c)If the Practice or a Physician remains in possession or control of any Cancer Centers beyond the expiration or termination of this Agreement, without the written consent of the Company, such possession or control shall not be deemed to create any rights whatsoever in the Practice.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE PRACTICE

SECTION 6.1Representations and Warranties of the Practice. The Practice hereby represents and warrants to the Company as follows:

(a)Organization and Qualification. The Practice is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Florida, and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently being conducted and as proposed to be conducted.

(b)Authority. The Practice has the requisite corporate power and authority to execute and deliver this Agreement and all other instruments or agreements to be executed in connection herewith, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions

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contemplated hereby, have been duly authorized by all necessary action on the part of the Practice, and no other proceedings on the part of the Practice are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Practice and, assuming this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of the Practice enforceable against it in accordance with its terms.

(c)Consents and Approvals; No Violations. Neither the execution, delivery or performance of this Agreement by the Practice, nor the consummation by the Practice of the transactions contemplated hereby nor compliance by the Practice with any of the provisions hereof (including, without limitation, the Practice’s grant of a security interest hereunder) will (a) conflict with or result in any breach of any provision of the Operating Agreement of the Practice, (b) require any filing with, or consent of a Governmental Authority, agency or court or other Person or entity by the Practice, (c) (with or without the giving or receipt of notice or passage of time or both) result in a violation or breach of, or constitute a default or give rise to any right of termination, amendment, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Practice is a party (or becomes a party) or by which any of its properties or assets may be bound or subject or (d) violate any writ, injunction or decree applicable to the Practice or any of its properties or assets.

(d)Compliance With Laws; Licenses.

(i)To the knowledge of the Practice, the conduct of the operations of the Practice (including the conduct of any Physician or any other practice employee) has not violated, and as presently conducted does not violate, in any material respect any Laws, including, but not limited to, the Clinical Laboratories Improvements Act of 1988, or any other promulgations, interpretative advice or guidance of any court or Governmental Authority or agency, including, but not limited to, the Occupational Safety and Health Administration, the CMS or any medical industry standards, nor has the Practice received any notice of any such violation which remains outstanding.

(ii)The Practice has all licenses, certificates, permits, approvals, franchises, notices and authorizations (“Permits”) required for the conduct of its operations as currently conducted and as proposed to be conducted (including, without limitation, accreditations and certifications as a provider of healthcare services eligible to receive payment and compensation and to participate under Medicare and Medicaid). To the Practice’s knowledge, all of such Permits are in full force and effect, the Practice has not engaged in any activity which would cause or permit revocation, modification, cancellation or suspension of any such Permit, and no action or proceeding looking to or contemplating the revocation, modification, cancellation or suspension of any such Permit is pending or threatened. The Practice has no knowledge of any default or claimed or purported or alleged default or state of facts which, with or without the giving or receipt of notice or the passage of time or both, would constitute a default by the Practice under, or give rise to a right of revocation, modification, cancellation or suspension of, any such Permit.

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(iii)The Practice qualifies as (and will continue to qualify during the term of this Agreement as) a “group practice” as defined in the federal physician self referral law at 42 USC § 1395nn and applicable regulations (collectively, the “Stark Laws”) and any similar state laws. Without limiting the generality of the foregoing:

(A)Each Physician, who is an employee and/or shareholder of the Practice (each, an “ICON Physician”) furnishes (and will continue to furnish during the term of this Agreement) substantially the full range of patient care services that such ICON Physician routinely furnishes, including medical care, consultation, diagnosis, and treatment, through the joint use of shared office space, facilities, equipment, and personnel.

(B)“Substantially all” of the “patient care services” (as those terms are defined and explained in 42 C.F.R. § 411.352(d)) of the ICON Physicians are furnished (and will continue to be furnished during the term of this Agreement) through the Practice and billed under a billing number assigned to the Practice, and the amounts received are treated (and will continue to be treated during the term of this Agreement) as receipts of the Practice.

(C)The overhead expenses of, and income from, the Practice is distributed (and will continue during the term of this Agreement to be distributed) to the ICON Physicians according to methods that are determined before the receipt of payment for the services giving rise to the overhead expense or producing the income.

(D)The Practice is (and will continue during the term of this Agreement to be) a unified business that has a centralized decision-making by a body representative of the Practice that maintains effective control over the Practice’s assets and liabilities (including, but not limited to, budgets, compensation, and salaries) and consolidated billing, accounting, and financial reporting.

(E)No ICON Physician directly or indirectly receives (or will directly or indirectly receive during the term of this Agreement) compensation based on the volume or value of referrals by such ICON Physician, and no ICON Physician receives (or will receive during the term of this Agreement) any profit or bonus distributions that is determined in any manner that is directly related to the volume or value of referrals of “designated health services” (as defined in 42 C.F.R. § 411.351) (“DHS”) by such ICON Physician.

(F)The ICON Physicians personally conduct (and will continue to conduct during the term of this Agreement) no less than 75 percent of the physician-patient encounters of the Practice.

(iv)Any DHS (including certain items of “durable medical equipment,” as defined in 42 C.F.R. § 411.355(b)(4) (“DME”), and infusion pumps that are DME (including external ambulatory infusion pumps) but excluding all other DME and parenteral and enteral nutrients, equipment, and supplies) furnished or provided by the Practice as a result of referrals of patients for such DHS by the ICON

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Physicians to the Practice (collectively, the “Ancillary Services”) meet (and will continue to meet during the term of this Agreement) the requirements of 42 C.F.R. § 411.355(b). Without limiting the generality of the foregoing, the Ancillary Services are (and will continue during the term of this Agreement to be):

(A)furnished personally by an ICON Physician or by an individual, who is supervised by an ICON Physician, and such supervision complies with all applicable Medicare payment and coverage rules for such Ancillary Services;

(B)furnished either in the “same building” (as defined in 42 C.F.R. § 411.351) and pursuant to the requirements set forth in 42 C.F.R. § 411.355(b)(2)(i); or a “centralized building” (as defined in 42 C.F.R. § 411.351) that is used by the Practice for the provision of some or all of the Practice’s clinical laboratory services or some or all of the Practice’s DHS (other than clinical laboratory services);

(C)billed only by the Company under a billing number assigned to the ICON Physician or the Practice, and the billing arrangement meets the requirements of 42 C.F.R. § 424.80(b)(6); and

(D)furnished in the location the service is actually performed upon a patient or where an item is dispensed to a patient in a manner that is sufficient to meet the applicable Medicare payment and coverage rules.

(v)All financial arrangements that are “financial relationships,” as defined at 42 C.F.R. 411.354, between the Practice and any physician(s) or other entity(ies) who refer and or will refer patients to the Practice and/or who generate or will generate other business for the Practice are (and will continue to be during the term of this Agreement to be) commercially reasonable and consistent with the fair market value for the services provided in such financial relationships and satisfy (and will continue to satisfy during the term of this Agreement) one or more applicable exceptions to the Stark Laws and any similar state laws.

(e)Litigation; Investigations. There are no suits, claims, proceedings, investigations or reviews which are pending or, to the knowledge of the Practice, threatened against or affecting the Practice, any Physician, any director or officer (in their capacity as such) of the Practice or any properties or assets used by the Practice in conducting its businesses. To the knowledge of the Practice, no investigation or review by any Governmental Authority, agency or court or other regulatory body (including trade associations) with respect to either the Practice or any Physician or other practice employee is pending or threatened or probable of initiation, nor has any Governmental Authority, agency or court or other regulatory body (including trade associations) indicated to the Practice an intention to conduct the same, and there is no action, suit or proceeding pending or, to the knowledge of the Practice, threatened against or affecting the Practice or any Physician or other Practice employee, at Law or in equity, or before any Governmental Authority or other regulatory body (including trade associations).

(f)Professional Liability. No Physician or other employee of the Practice has ever (a) had his or her license to practice medicine or other profession in any state or his or her

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Drug Enforcement Agency Number suspended, relinquished, terminated, restricted or revoked; (b) been reprimanded, sanctioned or disciplined by any licensing board, or any federal, state or local society or agency, Governmental Authority or specialty board; (c) had entered against him or her final judgment in, or settled without judgment, a malpractice or similar action for an aggregate award or amount to the plaintiff in excess of $25,000; or (d) had his or her medical staff privileges at any hospital or medical facility suspended, involuntarily terminated, restricted or revoked.

(g)Ownership of Collateral. The Practice owns, or has valid rights with respect to, all Collateral purported to be pledged by it hereunder, free and clear of any Liens except for the Liens granted to the Company pursuant to this Agreement. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any government or public office, and the Practice has not filed or consented to the fling of any such statement or notice, except Uniform Commercial Code financing statements naming the Company as secured party.

(h)Security Interests; Filings. This Agreement, together with the filing of duly completed and executed Uniform Commercial Code financing statements naming the Practice as debtor, the Company as secured party, and describing the Collateral, in the State of Florida, which have been duly executed and delivered by the Practice and delivered to the Company for filing, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral in favor of the Company to the extent a security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other Persons therein, and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 by reason of Section 9-104 or 9-302 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code.

(i)Receivables. Each Receivable is, or at the time it arises will be, a bona fide, valid and legally enforceable indebtedness of the account debtor according to its terms, arising out of or in connection with the sale, lease or performance of goods or services by the Practice.

(j)Disclosure. No representation, warranty or statement made by the Practice in this Agreement contains any untrue statement of a material fact, or omits to state a material fact required to be stated herein or necessary to make the statements contained herein, in light of the circumstances under which they were made, not misleading.

SECTION 6.2Representations and Warranties of the Company. The Company hereby represents and warrants to the Practice as follows:

(a)Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently being conducted and as proposed to be conducted.

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(b)Authority. The Company has the requisite corporate power and authority to execute and deliver this Agreement and all other instruments or agreements to be executed in connection herewith, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company, and no other proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered on behalf of the Company and, assuming this Agreement constitutes a valid and binding obligation of the Practice, constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms.

(c)Consents and Approvals; No Violations. Neither the execution, delivery or performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provision of the charter or bylaws of the Company, (b) require any filing with, or consent of, a Governmental Authority, agency or court or other Person or entity by the Company, (c) (with or without the giving or receipt of notice or passage of time or both) result in a violation or breach of, or constitute a default or give rise to any right of termination, amendment, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company is a party (or becomes a party) or by which any of its properties or assets may be bound or subject or (d) violate any writ, injunction or decree applicable to the Company or any of its properties or assets.

(d)Compliance With Laws; Licenses.

(i)To the knowledge of the Company, the conduct of the operations of the Company has not violated, and as presently conducted does not violate, any Laws, including, but not limited to, any promulgation, interpretative advice or guidance of any court or Governmental Authority or agency, including, but not limited to the Occupational Safety and Health Administration, the CMS or any medical industry standards, nor has the Company received any notice of any such violation that remains outstanding.

(ii)The Company has all licenses, certificates, permits, approvals, franchises, notices and authorizations (“Company Permits”) required for the conduct of its operations as currently conducted. To the Company’s knowledge, all Company Permits are in full force and effect, the Company has not engaged in any activity that would cause or permit revocation, modification, cancellation or suspension of any such Company Permit, and no action or proceeding looking to or contemplating the revocation, modification, cancellation or suspension of any such Permit is pending or threatened. The Company has no knowledge of any default or claimed or purported or alleged default or state of facts that, with or without the giving or receipt of notice or the passage of time or both, would constitute a default by the Company under, or give rise to a right of revocation, modification, cancellation or suspension of, any Company Permit.

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(e)Litigation; Investigations. Except as provided in Schedule 6.2(e), there are no suits, claims, proceedings, investigations or reviews pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its directors or officers (in their capacity as such) of the Company or any properties or assets used by the Company in conducting its businesses. To the knowledge of the Company, no investigation or review by any Governmental Authority, agency or court or other regulatory body (including trade associations) with respect to the Company or any of its employees is pending or threatened or probable of initiation, nor has any Governmental Authority, agency or court or other regulatory body (including trade associations) indicated to the Company an intention to conduct the same, and there is no action, suit or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its employees, at Law or in equity, or before any Governmental Authority or other regulatory body (including trade associations).

(f)Disclosure. No representation, warranty or statement made by the Company in this Agreement contains any untrue statement of a material fact, or omits to state a material fact required to be stated herein or necessary to make the statements contained herein, in light of the circumstances under which they were made, not misleading. All representations and warranties as to the Company shall be deemed to include the Company and all of its Affiliates.

ARTICLE VII
OTHER OBLIGATIONS OF THE PARTIES

SECTION 7.1Covenants of the Practice. The Practice covenants and agrees that for so long as this Agreement is in effect:

(a)Certificates. The Practice will provide, and will use its best efforts to cause each Physician to provide, notice to the Company if any representation or warranty contained herein becomes untrue as of a date after the date hereof because of subsequent events and to provide from time-to-time, at the reasonable request of the Company, a certificate stating that the representations and warranties contained herein are true, or, if they are not true, specifying in reasonable detail the extent to which they are not true.

(b)Existence. The Practice will preserve and keep in full force and effect its corporate existence.

(c)Change of Name, Locations, etc. The Practice shall not (i) change its name, identity or corporate structure, (ii) change its chief executive office from 3599 University Blvd. South, Jacksonville, FL, or (iii) change the jurisdiction of its organization from Florida (whether by merger or otherwise), unless, in each case, the Practice has given 20 days prior written notice to the Company of its intention to do so.

(d)Collateral. The Practice shall not grant any other Lien on or in, or otherwise encumber, any of the Collateral.

(e)Records; Inspection. The Company shall have the right to make test verifications of the Receivables in any reasonable manner and through any reasonable medium, and the Practice agrees to furnish all such reasonable assistance and information as the Company may require in connection therewith.

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(f)Compliance with Law. The Practice will comply, in all material respects, with all Laws which it reasonably believes are applicable with respect to the conduct of its businesses and its operations.

(g)Standard of Care. The Practice will consistently provide Radiation Oncology Services in a manner that meets or exceeds the prevailing community standard

(h)Physicians. Each Physician will: (i) be duly licensed and otherwise authorized to render Radiation Oncology Services, (ii) be duly licensed to practice medicine in the State of Florida and shall maintain such licenses in good standing, (iii) have, and will maintain in good standing, unrestricted federal and state registrations authorizing them to prescribe controlled substances in the State of Florida or Georgia, as appropriate, and (iv) be board certified or board eligible in radiation oncology, and shall maintain such certifications in good standing.

(i)Other Notice. In addition to the other notice obligations of the Practice provided for elsewhere in this Agreement, the Practice will provide, and will use its best efforts to cause each Physician to provide, notice to the Company of any (i) physical or mental illness or condition that impairs or may impair a Physician’s ability to provide the services required by this Agreement, and (ii) Physician’s dependency on, habitual use or episodic abuse of, alcohol or any controlled substances.

SECTION 7.2Taxes.

(a)The Company shall pay (i) all taxes (if any) assessed and levied against the Company’s property and assets located within or associated with the Cancer Centers and (ii) all lawful claims that, if unpaid, might become a Lien upon any of its properties located within or associated with the Cancer Centers; provided, however, that the Company shall not be required to pay any such unsecured (or secured, only if secured by operation of Law) tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings and as to which the Company has maintained adequate reserves with respect thereto in accordance with GAAP. The Company shall be solely responsible for the payment of all such taxes and claims (referred to as “Company Taxes”) that may be imposed on the Company with respect to this Agreement.

(b)The Practice shall pay (i) all taxes (if any) assessed and levied against the Practice’s property and assets and (ii) all lawful claims that, if unpaid, might become a Lien upon any of its properties; provided, however, that the Practice shall not be required to pay any such unsecured (or secured, only if secured by operation of Law) tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings and as to which the Practice has maintained adequate reserves with respect thereto in accordance with GAAP. The Practice shall be solely responsible for the payment of all such taxes and claims (referred to as “Practice Taxes”) that may be imposed on the Practice with respect to this Agreement.

SECTION 7.3Covenants of the Company. The Company covenants and agrees for so long as this Agreement is in effect:

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(a)Certificates. The Company shall provide notice to the Practice if any representation or warranty contained herein becomes untrue as of a date after the date hereof because of subsequent events and to provide from time to time, at the reasonable request of the Practice, a certificate stating that the representations and warranties contained herein are true or, if they are not true, specifying in reasonable detail the extent to which they are not true.

(b)Corporate Existence. The Company shall preserve and keep in full force and effect its existence.

(c)Leases. The Company shall not permit any of the Leases to be amended, modified or terminated without the Practice’s prior written consent. The Company shall provide the Practice, within five Business Days of receipt of knowledge by the Company, of any notice of default, termination or other material event or circumstance under any of the Leases.

(d)Compliance with Law. The Company shall comply, in all material respects, with all Laws that it reasonably believes are applicable to the conduct of its businesses and its operations.

(e)Standard of Care. The Company shall consistently provide the Management Services in a manner that meets or exceeds the prevailing business standard.

(f)Other Notice. In addition to the other notice obligations of the Company provided for elsewhere in this Agreement, the Company shall provide notice to the Practice, within five Business Days of receipt of knowledge thereof by the Company, of any notice from a Third-Party Payor that alleges a default under or intention to terminate or not perform its obligations under, or of any other material occurrence under, a managed care agreement. The Company shall also provide notice to the Practice of any Change of Control, within five Business Days after the occurrence of a Change of Control.

ARTICLE VIII
INSURANCE AND INDEMNIFICATION

SECTION 8.1Insurance Maintained by the Practice. During the term of this Agreement, the Practice shall provide, or shall arrange for the provision of, and maintain comprehensive professional liability insurance on the Practice and each Physician in such reasonable amounts (and with such insurance companies) as are agreed upon by the Parties, however, not less than a minimum coverage of $ 1.0 million per occurrence and $ 3.0 million in the aggregate annually. Each such insurance policy shall name the Company and each of its Affiliates as an additional insured and by its terms provide that it shall not be amended or modified without the prior written consent of the Company and shall not be canceled or terminated unless 10 days’ prior notice thereof is given by the insurer to the Company. All payments in respect of the insurance described in this Section 8.1 shall be deemed Operational Expenses.

SECTION 8.2Insurance Maintained by the Company. During the term of this Agreement, the Company shall provide, or shall arrange for the provision of, and maintain: (a) comprehensive professional liability insurance for all Clinical Employees providing services to the Practice pursuant to this Agreement in such reasonable amounts (and with such insurance

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companies) as are agreed upon by the Parties, however, not less than a minimum coverage of $ 1.0 million per occurrence and $ 3.0 million in the aggregate annually. and (b) comprehensive general liability and property insurance covering the Cancer Centers premises and operations in the minimum amount of $1.0 million per occurrence and $3.0 million in the aggregate annually. Each such insurance policy shall name the Practice as an additional insured and by its terms provide that it shall not be amended or modified without the prior written consent of the Practice and shall not be canceled or terminated unless 90 days’ prior notice thereof is given by the insurer to the Practice. All payments in respect of the insurance described in this Section 8.2 shall be deemed Operational Expenses.

SECTION 8.3Requirements as to Insurance. At all times during this Agreement, each Party shall require its insurance carrier(s) to provide the other Party with a current certificate of insurance evidencing the coverage required by Sections 8.1 and 8.2. The obligations of each Party to be insured for acts and occurrences during the term of this Agreement shall be binding on the Parties and shall survive the termination or expiration of this Agreement. In the event any such insurance is written on a “claims-made” rather than an “occurrence” basis, any necessary reporting endorsements (“tail insurance”) shall be procured by the responsible Party.

SECTION 8.4Indemnification. Except to the extent that this Section 8.4 may have the effect of reducing or eliminating any insurance coverage that would otherwise be available to pay damages suffered by any Party, each of the Parties shall have the following rights to indemnification.

(a)Indemnification of the Company. The Practice shall indemnify and hold the Company, its Affiliates and their respective permitted successors and assigns and any of their respective officers, directors, employees, representatives and agents harmless from and against any and all losses, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, deficiencies, taxes and reasonable expenses and costs, including reasonable attorneys’, accountants’ and auditors’ fees (and any reasonable experts’ fees) and court costs (each referred to individually as a “Loss”), incurred by the Company (or any of its Affiliates) in any action or proceeding between the Practice and the Company (and/or any of its Affiliates) or between any third party (including, without limitation, any Physician) and the Company (and/or any of its Affiliates) or otherwise, arising out of or in any way related to: (i) any material breach or default by the Practice of any term or condition of this Agreement; (ii) the performance (or non-performance) of services required to be performed by the Practice, the Physicians or any of the Practice’s agents under this Agreement (including, without limitation, the Radiation Oncology Services); (iii) any professional malpractice claim arising out of acts committed or omitted by the Practice or the Physicians; (iv) any claim, arising from any act prohibited under Medicare or Medicaid alleging that the Practice or any Physician: (1) made a false statement or representation of a material fact in any application for any benefit or payment; (2) made a false statement or representation of a material fact for use in determining rights to any benefit or payment; or (3) failed to disclose knowledge of the occurrence of an event affecting the initial or continued right to any benefit or payment on its behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (v) any Practice Taxes; (vi) any act prohibited under any healthcare Law that was committed or omitted by the Practice; or (vii) any defects or dangerous conditions at the Cancer Centers or in any FF&E caused by or which are the

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responsibility of the Practice, the Physicians or any of the Practice’s agents. Notwithstanding the foregoing, in each case above, to the extent such Loss arises out of or relates to the negligent, reckless or wrongful acts or omissions of the Company, its Affiliates or any of their respective employees or agents, the Loss shall be shared by the Parties in proportion to their relative contributions to its occurrence as determined by arbitration pursuant to Article X.

(b)Indemnification of the Practice and the Physicians. The Company shall indemnify and hold the Practice, its officers, directors, employees, independent contractors, representatives and agents, and the Physicians harmless from and against any Loss incurred by the Practice in any action or proceeding between the Company and the Practice or between the Practice and any third party (including, without limitation, any Physician) or otherwise, arising out of or in any way related to: (i) any material breach or default by the Company of any term or condition of this Agreement; (ii) the performance (or non-performance) of services required to be performed by the Company under this Agreement (including, without limitation, the Management Services); (iii) any claim, arising from any act prohibited under Medicare or Medicaid alleging that the Company: (1) made a false statement or representation of a material fact in any application for any benefit or payment; (2) made a false statement or representation of a material fact for use in determining rights to any benefit or payment; or (3) failed to disclose knowledge of the occurrence of an event affecting the initial or continued right to any benefit or payment on its behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) any Company Taxes; (v) any defects or dangerous conditions at the Cancer Centers or in any FF&E caused by or which are the responsibility of the Company; or (vi) any act prohibited under any healthcare Law that was committed or omitted by the Company; or (vii) any Wrongful Termination Claim. Notwithstanding the foregoing, in each case above, to the extent such Loss arises out of or relate to the negligent, reckless or wrongful acts or omissions of the Practice, the Physicians or any of the Practice’s agents, the Loss shall be shared by the Parties in proportion to their relative contributions to its occurrence as determined by arbitration pursuant to Article X.

(c)Survival. The obligations of this Section 8.4 shall survive the expiration or earlier termination of this Agreement indefinitely (or if indefinite survival is not permitted by Law, then for the maximum period permitted by applicable Law).

SECTION 8.5Indemnification Procedure. Whenever any claim shall arise for indemnification hereunder, the Party entitled to indemnification (the “Indemnified Party”) shall provide written notice to the other Party (the “Indemnifying Party”) within a reasonable time after becoming aware of any such claim to indemnification, and shall state the facts constituting the basis for such claim. In connection with any claim for indemnification hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party, unless such assumption of defense by the Indemnifying Party is not reasonable under the circumstances. The Indemnified Party shall be entitled to participate in the defense of any such action, with its own counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation,

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after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate but after consultation with the Indemnifying Party; and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Loss resulting therefrom.

ARTICLE IX
CONFIDENTIAL INFORMATION; ACCESS TO RECORDS

SECTION 9.1Confidential Information and Trade Secrets. All Confidential Information and Trade Secrets belong to and shall remain the property of the Company and the Practice, as the case may be. Each Party recognizes and acknowledges that the Confidential Information and Trade Secrets of the other Party are proprietary to such Party and are a valuable, special and unique asset of the such Party’s business. Each Party therefore covenants and agrees that it will not (and it will ensure that each of its employees will not), during or after the term of this Agreement, disclose any of the other Party’s Confidential Information or Trade Secrets to any Person or entity for any reason or purpose whatsoever, without the written consent of the other Party, except (a) as necessary in the proper performance of its obligations hereunder, (b) for any such Confidential Information or Trade Secrets that becomes public through no fault of the disclosing Party, or (c) as may be required by Law. Each Party hereby acknowledges that if it or any of its employees or agents engage in activities within the limitations of this Section 9.1, money damages shall be an inadequate remedy, and shall be entitled to obtain, in addition to any other remedy provided by Law or equity, an injunction against the violation of such Party’s obligation hereunder.

SECTION 9.2Books and Records. Each Party shall maintain and make available to the other Party accurate books, records, and accounts relating to the services provided by such Party pursuant to this Agreement. Such books and records shall be available at their place of keeping for inspection by the other Party or its representative for the purpose of determining whether the correct amounts have been retained and/or paid in accordance with the terms of this Agreement and for any other valid purpose. Each Party shall have the right to conduct an audit (at such Party’s expense) upon fifteen (15) days advance written notice, but not more frequently than twice each calendar year.

ARTICLE X
ARBITRATION

SECTION 10.1Arbitration.

(a)In the event of any controversy or claim, whether based on contract, tort, statute, or other legal or equitable theory (including but not limited to any claim of fraud, misrepresentation, or fraudulent inducement) arising out of or related to this Agreement (“dispute”) arises and cannot be resolved by negotiation, the Parties agree to submit the dispute to mediation by a mediator mutually selected by the Parties. If the Parties are unable to agree upon a mediator, then the mediator shall be appointed by the American Arbitration Association. In any event, the mediation shall take place within thirty (30) days of the date that a Party gives the other Party written notice of its desire to mediate the dispute.

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(b)If not thus resolved by mediation, the dispute shall be resolved by arbitration pursuant to this Section 10.1 and the then-current rules and supervision of the American Arbitration Association, and shall be subject to binding arbitration in accordance with applicable sections of the Florida Code of Civil Procedure.

(c)The duties to mediate and arbitrate shall extend to any director, officer, employee, shareholder, principal, agent trustee in bankruptcy or otherwise, Affiliate, subsidiary, third-party beneficiary, or guarantor of a Party making or defending any claim which would otherwise be subject to this Section 10.1.

(d)The arbitration shall be held in Jacksonville, Florida, before a single arbitrator. The arbitrator’s decision and award shall be final and binding and may be entered in any court having jurisdiction thereof. The arbitrator shall not have the power to award punitive, exemplary, or consequential damages, or any damages excluded by or in excess of any damage limitations expressed in this Agreement or any subsequent agreement between the Parties.

(e)In order to prevent irreparable harm, the arbitrator may grant temporary or permanent injunctive or other equitable relief for the protection of property rights.

(f)Issues or arbitrability shall be determined in accordance with the federal substantive and procedural Laws relating to arbitration; all other aspects of the Agreement shall be interpreted in accordance with and the arbitrator shall apply and be found to follow the substantive Laws of the State of Florida. The prevailing party in such action, in addition to any other award made by the arbitrator, shall be entitled to an award of reasonable attorney’s fees and costs incurred in prosecuting such action and the enforcement of any judgment entered in such action, all in the amount to be determined by the arbitrator in accordance with the rules of the American Arbitration Association.

(g)If court proceedings to stay litigation or compel arbitration are necessary, the Party who unsuccessfully opposes such proceedings shall pay all associated costs, expenses, and attorney’s fees which are reasonably incurred by the other Party.

(h)The arbitrator may order the Parties to exchange copies of nonrebuttal exhibits and copies of witness lists in advance of the arbitration hearing. However, the arbitrator shall have no other power to order discovery or depositions unless and then only to the extent that all Parties otherwise agree in writing.

(i)Neither a Party, a witness, nor the arbitrator may disclose the facts of the underlying dispute or the contents or results of any negotiation, mediation, or arbitration hereunder without prior written consent of all Parties, unless and then only to the extent required to enforce or challenge the negotiated agreement or the arbitration award, as required by Law, or as necessary for financial and tax reports and audits.

(j)Notwithstanding anything to the contrary in this Section 10.1, in the event of alleged violation of a Party’s property or equitable rights (including but not limited to unauthorized disclosure of confidential information), that Party may seek temporary injunctive relief from any court of competent jurisdiction pending appointment of an arbitrator. The Party requesting such relief shall simultaneously file a demand for mediation and arbitration of the

xliv

dispute, and shall request the American Arbitration Association to proceed under its rules of expedited procedures. In no event shall any such court-ordered temporary injunctive relief continue for more than thirty (30) days.

(k)If any part of this Section 10.1 is held to be unenforceable, it shall be severed and shall not affect either the duties to mediate and arbitrate hereunder or any other part of this Section 10.1.

ARTICLE XI
GENERAL PROVISIONS

SECTION 11.1Changes in the Law. This Agreement shall be subject to all applicable Laws and all changes and amendments thereto. Any provision of Law that invalidates, or is otherwise inconsistent with, the terms of this Agreement, or which would cause one of the Parties to be in violation of Law, shall automatically supersede the terms of this Agreement; provided, however, the Parties shall exercise their best efforts to negotiate an appropriate modification to the terms and conditions of this Agreement to accommodate such provisions of Law and to effectuate the existing terms and intent of this Agreement to the greatest possible extent consistent with the requirements of such Law. In the event that there shall be a change in the Medicare or Medicaid (or the general instructions relating thereto), or in other Laws (or the application thereof), or the adoption of new legislation, or a change in any Third-Party Payor reimbursement system applicable to the provision of Radiation Oncology Services, any of which materially and adversely affects the compensation that the Company may receive for the services furnished to the Practice or if there is any other material change in the facts, circumstances or assumptions of the Parties that substantially alters the allocation of risks and rewards intended to be accomplished herein, the Party so affected may by notice propose to the other Party a new basis for compensation hereunder or other modification of this Agreement and the Parties shall negotiate in good faith an equitable amendment to this Agreement. If such notice is given and if the Parties are unable within 60 days to agree upon such amendment, the Parties shall submit such matter to binding arbitration in accordance with Article X.

SECTION 11.2Independent Contractors. The relationship between the Company and the Practice is that of independent contractors, and none of the provisions of this Agreement is intended to create, nor shall be construed to create a partnership, joint venture or employment relationship between the Parties. Neither Party, nor any of its respective officers, members, employees or independent contractors, shall, except as otherwise expressly provided in this Agreement, be deemed to be the employee or representative of the other Party by virtue of this Agreement.

SECTION 11.3Force Majeure. Neither Party shall be liable to the other for failure to perform any of the services, duties or obligations required of such Party herein in the event of strikes, lockouts, calamities, acts of God, unavailability of supplies or other events over which such Party has no control for so long as such event continues and for a reasonable period of time thereafter; provided, however, that each Party agrees to use reasonably diligent efforts to perform such services, duties and obligations required of such Party herein notwithstanding such events and shall be liable to the other for the failure to use such reasonable diligent efforts.

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SECTION 11.4Notices and Addresses. Any notice, demand, request, waiver, or other communication under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served or sent by facsimile; on the Business Day after notice is delivered to a courier or mailed by express mail, if sent by courier delivery service or express mail for next day delivery; and on the third day after mailing, if mailed to the Party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid and addressed as follows:

To Company:OnCURE Medical Corp.

610 Newport Center Drive, Suite 350

Newport Beach, CA 92660

Attn:  Jeffrey A. Goffman, President & CEO

Fax:    (949) 721-6541

With a copy to:Scott M. Zimmerman, Esq.

Dechert, LLP

30 Rockefeller Plaza

New York, NY 10112

Fax:    (212) 891-9598

To Practice:Integrated Community Oncology Network

Shyam B. Paryani, M.D., Manager

3599 University Blvd. South, Suite 1000

Jacksonville, FL 32216

With a copy to:M. Richard Lewis, Jr., Esq.

Smith Hulsey & Busey

1800 Wachovia Bank Tower

225 Water St.

Jacksonville, FL 32202

Fax:  (904) 359-7712

SECTION 11.5Entire Agreement. This Agreement, including the exhibits and schedules hereto, sets forth the entire understanding and agreement and supersedes any and all other understandings, negotiations or agreements between the Parties (including, without limitation, the Original Agreements).

SECTION 11.6Physician Rights. The Parties acknowledge and agree that the Physicians are third-party beneficiaries of this Agreement and have standing to enforce their rights hereunder. In addition, the Practice shall require that each Physician acknowledges and agrees to be bound by all representations, warranties and covenants expressly applicable to him in this Agreement.

SECTION 11.7Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of Florida.

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SECTION 11.8Captions. The captions or headings in this Agreement are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Agreement.

SECTION 11.9Severability. The provisions of this Agreement shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be effective and binding upon the parties.

SECTION 11.10Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.

SECTION 11.11Counterparts. This Agreement may be executed via facsimile and in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute one and the same instrument.

SECTION 11.12Medical Advisory Board. Each Physician providing Radiation Oncology Services at the Cancer Centers on a fulltime basis shall have the right to be a member of the Medical Advisory Board. The Medical Advisory Board shall not have any members other than physicians who are owners or employees of a practice managed by the Company or an Affiliate of the Company.

SECTION 11.13Amendment and Modification. This Agreement may be amended or modified only by written agreement executed by all of the Parties hereto.

SECTION 11.14Assignment and Delegation. The Company shall have the right to assign its rights hereunder to any Affiliate of the Company and to any lending institution, for security purposes or as collateral, from which the Company or such Affiliate obtains financing. Except as set forth in this Section 11.14, neither the Company nor the Practice shall have the right to assign their respective rights and obligations hereunder without the written consent of the other party. Neither the Company nor the Practice may delegate any of its duties hereunder, except as expressly contemplated herein; however, the Company may delegate some or all of its duties and obligations hereunder to an Affiliate of Company and the Practice may delegate some or all of its rights and obligations hereunder to FROG or to an Affiliate of either, provided that any assignor shall remain responsible for its obligations hereunder.

SECTION 11.15Open Records. Upon the written request of the Secretary of Health and Human Services or the Comptroller General or any of their duly authorized representatives, the Company shall make available to the Secretary of Health and Human Services the contract, books, documents and records that are necessary to verify the nature and extent of the cost of providing the Management Services. No applicable attorney-client, accountant-client or other legal privilege shall be deemed waived by virtue of this Agreement.

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SECTION 11.16Binding Effect. Subject to Section 11.14, this Agreement shall be binding on and shall inure to the benefit of the Parties, and their successors and permitted assigns.

SECTION 11.17Further Actions. Each of the Parties agrees (and the Practice agrees to cause the Physicians) to execute and deliver such further instruments, and do such further acts and things, as may be reasonably required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof. In addition, the Parties agree to cooperate with one another in the fulfillment of their respective obligations under this Agreement. Furthermore, the Practice agrees (and agrees to cause the Physicians) to cooperate with the Company and to assist it in obtaining all necessary licenses, certificates of need, and other approvals from regulatory agencies and accrediting bodies.

SECTION 11.18No Prejudice. This Agreement has been jointly prepared by the Parties hereto and the terms hereof shall not be construed in favor of or against any Party on account of its participation in such preparation.

Signature Page Follows

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IN WITNESS WHEREOF, the Parties hereby execute this Agreement as of the Effective Date.

USCC FLORIDA ACQUISITION CORP ONCURE MEDICAL CORP.
By:	/s/ Jeffrey A. Goffman
	Jeffrey A. Goffman
	President & CEO
FROG ONCURE SOUTHSIDE, LLC
By:	/s/ Jeffrey A. Goffman
Name:	Jeffrey A. Goffman
Title:
INTEGRATED COMMUNITY ONCOLOGY NETWORK
By:	/s/ Shyam B. Paryani
	Shyam B. Paryani, M.D.
	Manager

[Signature Page to ICON MSA]

EXHIBIT A—PAYOR INSTRUCTION LETTER

[DATE]

[Name of Payor]

[Address of Payor]

Re:Federal Tax Identification Number:

Medicare Provider Number:

Medicaid Provider Number:

Unique Provider Identification Number:

To Whom It May Concern:

You are directed to make:

(1)All wire transfers directly to the following account:

[NAME OF DEPOSITORY BANK]

ABA #

Account #                                              (Sweeping Account)

(2)All explanation of benefits, remittance advises, and other forms of payment, including checks, to the following address:

[DEPOSITORY BANK] as Company Lockbox Bank

P.O. Box             (Practice Lockbox)

Reference:

Account #                                            (Sweeping Account)

Thank you for your cooperation in this matter.

Name:

Title:

48

EX-10.45

Exhibit 10.45

PET CT Management Services Agreement

This PET / CT Management Services Agreement (this “Agreement”) is made the 1st day of August, 2005 (the “Effective Date”), by and between JAXPET, LLC, a Florida limited liability Company and a wholly owned subsidiary of OnCURE Medical Corp., a Delaware corporation (“ONCURE”), and Integrated Community Oncology Network, LLC, dba PET/CT Center of North Florida and Cyclotron Center of North East Florida (“ICON”).

RECITALS

(a)ICON (or its affiliated entity) owns and operates a mobile state-of-the-art Siemens Biograph Positron Emission Tomography / CT (“PETCT”) imaging facility (the “Mobile Unit”), which operates at selected Centers in Northern Florida, including at radiation centers owned and operated by ONCURE (or its affiliated entities) located at Palatka, Southside, Wells, Beaches, St. Augustine, and Orange Park (the “Centers”).

(b)ICON (or its affiliated entity) owns and operates a validly existing Florida Cylcotron business (“Cyclotron”), formed for and engaged in the manufacturing and production of FDG, and is licensed to by the state of Florida to produce FDG. Cyclotron currently supplies FDG to ICON for its Mobile Unit.

(c)ONCURE provides management services to the PETCT Mobile Unit pursuant to the agreement dated March 1st, 2004, by and between ONCURE, ICON (its predecessor) and Cyclotron (“Original Agreement”).

(d)ONCURE owns an older Siemens Ecat PET unit, serial number 1027, which is out of service and not being utilized at the Centers (“Old PET”). ONCURE has agreed to sell the Old PET as a trade-in to Siemens, and ICON has agreed to buy from Siemens a new PET CT unit pursuant to the Siemens agreement dated March 2005 (“Siemens Agreement”). ICON will utilize the new PET CT (“Second Mobile Unit”) at the Centers. As part of the Siemens Agreement, Siemens will pay off in full satisfaction the existing Marcap debt of approximately $ 600,000 on the Old PET, and cause the $ 200,000 letter of credit to be released to ONCURE as part of the Siemens Agreement. As part of mutual consideration of the Siemens Agreement, OnCURE and ICON have agreed to revise the Original Agreement into this Agreement. This Agreement is subject to the final execution of the Siemens Agreement, delivery of the Second Mobile Unit and payoff of the Marcap debt.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and undertakings hereunder and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, intending to be legally bound, the parties hereto do hereby agree as follows:

1

1.01FDG Supply.  Cyclotron has a valid license to produce FDG in the State of Florida, and will provide FDG to the Mobile Unit, the Second Mobile Unit, and any future PET unit, at a price equal to the cost to produce such FDG.

1.02Management Services Provided by ONCURE.  Pursuant to the Agreement, ONCURE will act as the exclusive manager and administrator of the Mobile Unit, Second Mobile Unit and Cyclotron with respect to the administrative day-to-day operations of the facilities. ONCURE will be responsible for providing: (i) all employees and human resources; (ii) marketing; (iii) payroll/ADP and bookkeeping services as necessary to compile monthly financial information; (iv) manage all personnel; (v) supervise the purchasing of inventory and supplies for the Facility; (vi) supervise and maintain custody of substantially all of the accounting, billing, collection, and FDG patient records and files; and (vii) any other administrative duties deemed necessary by ICON for the Mobile Unit, Second Mobile Unit and Cyclotron. All operating expenses of the Mobile Unit, Second Mobile Unit and Cyclotron, which expressly excludes the Management Services Fee (but includes all radiology reading fees), will be paid for solely out of the proceeds of the Mobile Unit, Second Mobile Unit and Cyclotron net revenues, which will be billed and collected by ONCURE.

1.03Staff Costs.  ONCURE, or its affiliates, agrees to provide staff for the Mobile Unit, Second Mobile Unit and Cyclotron (“Leased Employees”). ONCURE, ICON and Cyclotron will jointly determine the positions and requirements of the Leased Employees, however, the supervision and clinical control over the Leased Employees will be the responsibility of ICON. The Leased Employees shall be deemed employees of ONCURE or its affiliate, and subject to the employee benefits and regulations of ONCURE or its affiliate. ONCURE will invoice on a weekly basis, and ICON and Cyclotron will compensate ONCURE on a weekly basis for the exact cost of the Leased Employees.

1.04Management Services Fee.  ICON and Cyclotron shall pay to ONCURE in consideration for performing its services under this Agreement, a fee equal to fifteen percent (15%) of EBITDA [defined as earnings from operations before interest, taxes, depreciation, and amortization, based upon the accrual method of accounting in accordance with generally accepted accounting principles, and including the debt service costs of the Mobile Unit, Second Mobile Unit and the Cyclotron] (“Management Services Fee”). The Management Service Fee will be paid to ONCURE within 15 days following the end of each month.

1.05Reasonable Value.  Payment of the Management Services Fee is not intended to be and shall not be interpreted or applied as permitting ONCURE to share in ICON fees for PETCT, nor for ONCURE to share in Cyclotron’s fee for FDG, or any other services, but is acknowledged as the parties’ negotiated agreement as to the reasonable fair market value of the management services provided by ONCURE pursuant to this Agreement, considering the nature of the services required.

1.06Term.  This Agreement shall commence on the Effective Date and terminate ten (10) years thereafter, unless extended by mutual agreement (the “Term”);

2

1.07Termination by Agreement.  In the event ONCURE and ICON and Cyclotron shall mutually agree in writing, this Agreement may be terminated on the date specified in such written agreement.

1.08Legislative, Regulatory or Administrative Change.  In the event there shall be a change in the Medicare or Medicaid statutes, State statutes, case laws, regulations or general instructions, the interpretation of any of the foregoing, the adoption of new federal or State legislation, or a change in any third party reimbursement system, any of which are reasonably likely to materially and adversely affect the manner in which either party may perform or be compensated for its services under this Agreement or which shall make this Agreement unlawful, the parties shall immediately use their best efforts to enter into good faith negotiations regarding a new service arrangement or basis for compensation for the services furnished pursuant to this Agreement that complies with the law, regulation, or policy and that approximates as closely as possible the economic position of the parties prior to the change. If the parties are unable to reach a new agreement within a reasonable time, then either party may submit the issue to arbitration for the purpose of reaching an alternative arrangement that is equitable under the circumstances.

1.09Termination for Cause.  Either Party may terminate this Agreement immediately upon the occurrence of any of the following events with regard to the other Party: (i) the making of a general assignment for the benefit of creditors; (ii) the filing of a voluntary petition or the commencement of any proceeding by either Party for relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension; (iii) the filing of any involuntary petition or the commencement of any proceeding by or against either Party for relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension, which petition or proceeding is not dismissed within ninety (90) days of the date on which it is filed or commenced.

1.10Mutual Exclusivity.  ONCURE, ICON, and Cyclotron hereby agrees the Agreement is mutually exclusive, and that ICON and Cyclotron will not employ or otherwise utilize another party to manage the Mobile Unit, Second Mobile Unit, Cyclotron, or any future unit, and further, the parties agree that they will not compete with each other in Northeast Florida. ONCURE agrees that its management services are exclusively for ICON and Cyclotron, and ONCURE will not engage in any competing PET/CT or Cyclotron business in Northeast Florida.

1.11Parties Bound.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

1.12Amendments.  This Agreement may be amended at any time by written consent of both parties.

1.13Conformance With Law.  Each party shall carry out all activities undertaken by it pursuant to this Agreement in conformance with all federal and state government laws, rules, and

3

regulations; provided, however, nothing contained in this Agreement shall prevent either party from initiating legal action to test the validity of any such law, rule, or regulation.

1.14Entire Agreement.  This Agreement, together with any attachments and exhibits, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, with respect to the subject matter hereof.

1.15Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any action by any party, whether at law or in equity, shall be in Duval County, Florida.

1.16Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

1.17Notices.  Any notices required pursuant to this Agreement shall be in writing and shall be hand delivered or sent by (i) certified mail, return receipt requested, (ii) overnight express delivery service, or (iii) facsimile, at the addresses and numbers set forth below (or at such other address or number as either party may designate to the other party in writing):

If to ICON - PET/CT Center of North Florida, LLC:

Shyam B. Paryani, M.D.

3599UniversityBlvd.South

Suite#1000

Jacksonville, FL 32216

Phone-(904)346-3338

Fax-(904)346-3812

If to ONCURE:

Jeffrey A. Goffman, President

610 Newport Center Drive

Newport Beach, CA 92660

Phone-(949)721-6540

Fax-(949)721-6541

Notices shall be deemed to have been given, and shall be effective, upon receipt by other party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed personally or by their duly authorized officers or agents.

4

ICON dba PET/CT Center of North Florida
By:	/s/ Shyam B. Paryani
	Shyam B. Paryani Partner
Date:	8/1/05
OnCURE Medical Corp & JAXPET, LLC
By:	/s/ Jeffrey A. Goffman
	Jeffrey A. Goffman President
Date:	8/4/05

5

EX-10.46

Exhibit 10.46

MANAGEMENT SERVICES AGREEMENT

BY AND AMONG

US CANCER CARE, INC.

AND

COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC.

DATED AS OF FEBRUARY 16, 2006

Table of Contents

		Page
ARTICLE IDEFINITIONS AND RULES OF CONSTRUCTION		1
SECTION 1.1	Definitions	1
SECTION 1.2	Rules of Construction	10
ARTICLE IIOBLIGATIONS OF THE COMPANY		10
SECTION 2.1	Management Services	10
SECTION 2.2	Furniture, Fixtures, Equipment and Supplies	11
SECTION 2.3	Financial Planning and Goals	11
SECTION 2.4	Business Office Services	11
SECTION 2.5	Financial Statements	14
SECTION 2.6	Personnel	15
SECTION 2.7	Cancer Centers	16
SECTION 2.8	Files and Records	17
SECTION 2.9	Recruitment of New Physicians	17
SECTION 2.10	Expansion of the Practice	17
SECTION 2.11	Practice Assessment and Consulting Services	18
SECTION 2.12	Managed Care Contracting	18
SECTION 2.13	Restrictive Covenants of the Company	18
SECTION 2.14	Payment of Operational Expenses	19
SECTION 2.15	Company Expenses	19
ARTICLE III OBLIGATIONS OF THE PRACTICE		19
SECTION 3.1	Required Services and Service Hours	19
SECTION 3.2	Professional Standards	19
SECTION 3.3	Physician Powers of Attorney	20
SECTION 3.4	Restrictive Covenants of the Practice	20
SECTION 3.5	Continuing Professional Education	22
SECTION 3.6	Initial Physicians	22
SECTION 3.7	Additional Physicians	22
SECTION 3.8	Termination of Physicians	22
SECTION 3.9	Cooperation	23
SECTION 3.10	Billing Information and Collection Policy	23

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SECTION 3.11	Quality and Utilization Management	23
SECTION 3.12	Peer Review	24
SECTION 3.13	Practice Operational Authority	24
SECTION 3.14	Other Obligations of the Practice	24
SECTION 3.15	Practice Expenses	25
SECTION 3.16	Managed Care Contracting	25
ARTICLE IV FINANCIAL ARRANGEMENT		25
SECTION 4.1	Management Fees	25
SECTION 4.2	Retained Amount	26
SECTION 4.3	Payments	27
SECTION 4.4	Reconciliation	27
SECTION 4.5	Review of Financial Arrangements by the Practice	27
SECTION 4.6	Collateral Security	28
SECTION 4.7	Deposit of Receivables	32
SECTION 4.8	Termination of Security Interest	33
SECTION 4.9	Offset for Damages	33
ARTICLE V TERM AND TERMINATION		33
SECTION 5.1	Term; Renewal Terms	33
SECTION 5.2	Termination by the Company	34
SECTION 5.3	Termination by the Practice	35
SECTION 5.4	[Intentionally omitted]	37
SECTION 5.5	Duties And Remedies Upon Expiration Or Termination	37
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE PRACTICE		38
SECTION 6.1	Representations and Warranties of the Practice	38
SECTION 6.2	Representations and Warranties of the Company	40
ARTICLE VII OTHER OBLIGATIONS OF THE PARTIES		42
SECTION 7.1	Covenants of the Practice	42
SECTION 7.2	Taxes	43
SECTION 7.3	Covenants of the Company	44
ARTICLE VIII INSURANCE AND INDEMNIFICATION		44
SECTION 8.1	Insurance Maintained by the Practice	44
SECTION 8.2	Insurance Maintained by the Company	44
SECTION 8.3	Requirements as to Insurance	45

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SECTION 8.4	Indemnification	45
SECTION 8.5	Indemnification Procedure	46
ARTICLE IX CONFIDENTIAL INFORMATION; ACCESS TO RECORDS		47
SECTION 9.1	Confidential Information and Trade Secrets	47
SECTION 9.2	Books and Records	47
ARTICLE X ARBITRATION		48
SECTION 10.1	Arbitration	48
ARTICLE XI GENERAL PROVISIONS		49
SECTION 11.1	Changes in the Law	49
SECTION 11.2	Independent Contractors	49
SECTION 11.3	Force Majeure	50
SECTION 11.4	Notices and Addresses	50
SECTION 11.5	Entire Agreement	50
SECTION 11.6	Physician Rights	50
SECTION 11.7	Governing Law	51
SECTION 11.8	Captions	51
SECTION 11.9	Severability	51
SECTION 11.10	Waiver	51
SECTION 11.11	Counterparts	51
SECTION 11.12	Medical Advisory Board	51
SECTION 11.13	Amendment and Modification	51
SECTION 11.14	Assignment and Delegation	51
SECTION 11.15	Open Records	52
SECTION 11.16	Binding Effect	52
SECTION 11.17	Further Actions	52
SECTION 11.18	No Prejudice	52

iii

MANAGEMENT SERVICES AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of February 16, 2006 (the “Effective Date”), is by and between U.S. Cancer Care, Inc., a Delaware corporation (“USCC”) and Coastal Radiation Oncology Medical Group, Inc., a California professional corporation (the “Practice”).

RECITALS

A.The Practice is a medical practice that provides Radiation Oncology Services (as defined herein) in the State of California.

B.The Company is in the business of providing certain administrative and support services to medical practices, and in providing administrative and clinical staff, space, equipment, furnishings, supplies and inventory to medical practices in connection therewith.

C.The Practice desires to retain the Company to provide, on an exclusive basis, administrative and support services to the Practice, and administrative and clinical staff, space, equipment, furnishings, supplies and inventory to the Practice, so as to permit the Practice to devote its efforts to the rendering of medical services at the Cancer Centers (as defined herein).

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and undertakings hereunder and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto do hereby agree as follows:

ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION

SECTION 1.1Definitions.  As used in this Agreement, the following terms have the meanings set forth below.

“ACCC” shall mean the Association of Community Cancer Centers.

“Accountants” shall have the meaning set forth in Section 4.5.

“ACR” shall mean the American College of Radiology.

“Administrative Employees” shall have the meaning in Section 2.6(a).

“Affiliate” shall mean (a) with respect to an individual, any member of such individual’s family residing in the same household; (b) with respect to an entity: (i) any executive officer, manager, director, partner or Person that owns ten percent (10%) or more of the outstanding Capital Stock of or in such entity, or (ii) any brother, sister, brother-in-law, sister-in-law, lineal descendant or ancestor of any executive officer, manager, director, partner or Person that owns ten percent (10%) or more of the outstanding Capital Stock of or in such entity;

1

and (c) with respect to a Person, any Person which directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person or entity.  For purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and under “common control with”) means  the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.  For the purposes of this Agreement, neither the Practice nor any of the Physicians shall be deemed Affiliates of the Company.

“Agreement” shall mean this Agreement, as amended, modified or supplemented from time to time in accordance with the terms hereof, together with any exhibits, schedules or other attachments thereto.

“Annual Budget” shall have the meaning set forth in Section 2.3.

“Billing and Collection Fee” shall have the meaning set forth in Section 4.1(a)(i).

“Business Day” shall mean a day (other than a Saturday or Sunday), on which commercial banks are open for business in Los Angeles, California.

“Business Office Services” shall have the meaning set forth in Section 2.4.

“Cancer Centers” shall mean: (i) the cancer centers located at: (a) 1069 Los Palos Drive, Salinas, CA 93901, (b) 314 S. Stratford Ave., Santa Maria, CA 93454, (c) 274 Heather Court, Suite A, Templeton, CA 93465, (d) 1240 Westlake Blvd., Suite 103, Westlake, CA 91361, (e) 2985 North Sycamore Dr., Simi Valley, CA 93065, (f) 2230 Lynn Road, Suite 103, Thousand Oaks, CA 91360, (g) 2841 Cabrillo Drive, Ventura, CA 93003, (h) 100 Casa Street, Suite C, San Luis Obispo, CA 93405 and (ii) any future cancer center owned or operated by the Company that is located in the Communities, or upon which the Parties mutually agree.

“Clinical Employees” shall have the meaning set forth in Section 2.6(a).

“CMS” shall mean the Centers for Medicare and Medicaid Services, an agency of the United States Department of Health and Human Services, and any successor thereto.

“Coastal Group Sellers” shall have the meaning set forth in the Securities Purchase Agreement.

“Collateral” shall have the meaning set forth in Section 4.6(a).

“Communities” shall mean the cities of Salinas, Santa Maria, Templeton, Westlake, Simi Valley, Thousand Oaks, Ventura, and San Luis Obispo, and the counties of Monterey, San Luis Obispo, Santa Barbara and Ventura, each located in the State of California.

“Company” shall mean collectively, USCC and OnCURE Medical Corp., a Delaware corporation.

“Company Account” shall have the meaning set forth in Section 4.7.

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“Company Expense” shall mean any expense of the Company which is not an Operational Expense or a Practice Expense.  Company Expense shall include, without limitation, the following:

(a)all costs and expenses relating to the acquisition and financing of medical equipment acquired by the Company under the Securities Purchase Agreement or required to be purchased pursuant to the terms of this Agreement (including without limitation all penalties, fees, premiums or similar amounts);

(b)any expenditure relating to the medical equipment used (or to be used) at the Cancer Centers; provided that such expenditure is contemplated by the Annual Budget and required to be capitalized under GAAP;

(c)all costs and expenses that the Company incurs in connection with assisting the Practice with the Practice’s efforts to comply with all appropriate rules and regulations imposed by managed care programs, Third-Party Payors, governmental agencies and accreditation bodies, including without limitation, JCAHO, ACR and ACCC;

(d)salaries, benefits (including any deferred compensation) and other costs relating to the employment or engagement by the Company of (i) any director or executive officer of the Company (or Person serving in a similar capacity), (ii) any Person who provides Billing and Collection Fee services; and (iii) any Person who provides accounting, finance, payroll, human resources, informational technology, and compliance services; and

(e)all costs and expenses relating to the provision of Business Office Services; and

(f)such other costs and expenses expressly set forth in the Annual Budget as Company Expenses.

For purposes of this definition, the term “Company” shall mean, collectively, the Company and its Affiliates.

“Company Indemnitees” shall have the meaning set forth in Section 8.4(a).

“Company Lender” shall mean any Person that makes funds available to the Company or any Affiliate of the Company to borrow (including, without limitation, Merrill Lynch Capital, MCG Capital Corporation and Siemens Medical Credit Corp.).

“Company Lender Loan” shall mean any loan agreement between the Company or any Affiliates and a Company Lender.

“Company Taxes” shall have the meaning set forth in Section 7.2(a).

“Confidential Information and Trade Secrets” shall mean (a) the material terms of this Agreement or any other written agreement between the Parties, and (b) any confidential or secret information concerning (i) any trade secrets, new product developments, special or unique processes or methods of the Company or any of its Affiliates or of the Practice or any of its

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Affiliates, as the case may be, (ii) any sales, advertising or other concepts or plans of the Company or any of its Affiliates or of the Practice or any of its Affiliates, as the case may be, (c) records (other than patient medical records), patient lists, reports and other documents pertaining to the Management Services, (d) the systems, protocols, policies, procedures, manuals, reports, data bases, documents, instruments and other materials used by the Company or any of its Affiliates or by the Practice or any of its Affiliates, as the case may be, (e) all other professional or business information developed by or on behalf of the Company or any of its Affiliates or by the Practice or any of its Affiliates, as the case may be, including items produced by the Physicians, and (f) all financial statements and reports produced by the Company or any of its Affiliates or by the Practice or any of its Affiliates in connection with this Agreement.

“Damages” shall have the meaning set forth in the Securities Purchase Agreement.

“Depository Bank” shall mean Wells Fargo Bank.

“EBITDA” shall mean Net Income before interest expense, taxes, depreciation and amortization.

“Effective Date” shall have the meaning set forth in the preamble.

“Event of Default” shall have the meaning set forth in Section 5.2.

“FF&E” shall have the meaning set forth in Section 2.2(a).

“Financial Statements” shall have the meaning set forth in Section 2.5.

“GAAP” shall mean U.S. generally accepted accounting principles and practices set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a majority of the accounting profession that are applicable to the circumstances as of the date of determination.

“General Management Services Fee” shall have the meaning set forth in Section 4.1(a)(ii).

“Government Receivables” shall mean all accounts receivable generated from services rendered to beneficiaries under the Medicare, Medicaid and other state and federal programs, which services are reimbursable under any of such programs.

“Governmental Authority” shall mean any (a) federal, state, city, local or municipal government (or any political subdivision of any thereof), or (b) governmental or quasi-governmental authority exercising any statutory, administrative, arbitral, judicial, legislative, police, regulatory, or taxing authority or power.

“HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended.

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“Indemnified Party” shall have the meaning set forth in Section 8.5.

“Indemnifying Party” shall have the meaning set forth in Section 8.5.

“JCAHO” shall mean the Joint Commission on the Accreditation of Healthcare Organizations.

“Law” shall mean any statute, ordinance, code, rule, regulation or court order enacted, adopted or promulgated by any Governmental Authority.

“Lease” shall have the meaning set forth in Section 2.7.

“Lien” shall mean any security agreement, financing statement (whether or not filed), mortgage, lien (statutory or otherwise), charge, pledge, hypothecation, conditional sales agreement, adverse claim, title retention agreement or other security interest, encumbrance, lien, charge, restrictive agreement, mortgage, deed of trust, indenture, pledge, option, limitation, exception to or other title defect in or on any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale, lease, consignment, or bailment given for security purposes, trust receipt or other title retention agreement with respect to any property or asset of such Person, whether direct, indirect, accrued or contingent.

“Lockbox Account Agreement” shall have the meaning set forth in Section 4.7.

“Loss” shall have the meaning set forth in Section 8.4(a).

“Management Services” shall have the meaning set forth in Section 2.1.

“Material Adverse Effect” shall mean any event, circumstance or condition that, individually or when aggregated with all other similar events, circumstances or conditions could reasonably be expected to have, or has had, a material adverse effect on (a) the business, property, operations, condition (financial or otherwise), results of operations or prospects of the Company or the Practice, as applicable; or (b) the validity or enforceability of (i) this Agreement or (ii) the rights and remedies of the parties hereunder.  For purposes of this Agreement, a Material Adverse Effect shall not include: (A) any change or effect that results from conditions, events or circumstances generally affecting the industries in which the Company or the Practice operates or the economy in general; (B) any action or change specifically permitted or required by the provisions of this Agreement; or (C) the transactions contemplated by this Agreement or the performance hereof.

“Medicaid” shall mean, collectively, the healthcare assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto, and all Laws pertaining to such program including (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program; (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) all applicable provisions of all rules, regulations, manuals, orders and requirements of all Government Authorities promulgated in connection with such program (whether or not having the force of Law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

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“Medical Advisory Board” shall mean the board made up of physicians providing radiation oncology services at centers operated by the Company or any of its Affiliates pursuant to the provisions of the Medical Advisory Board Charter attached hereto as Exhibit A.  Each physician providing radiation oncology services at one of the Cancer Centers on a full time basis shall be entitled to be a voting member of the Medical Advisory Board at all times during the Term of this Agreement.  All costs of the Medical Advisory Board, including but not limited to all costs for Physicians to travel to and attend meetings and otherwise participate in the Medical Advisory Board, shall be Company Expenses.

“Medicare” shall mean, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto, and all Laws pertaining to such program including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program; and (b) all applicable provisions of all rules, regulations, manuals, orders and requirements of all Governmental Authorities promulgated in connection with such program (whether or not having the force of Law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Net Income” shall mean, for any period, an amount equal to Practice Revenues minus Operational Expenses.

“New Physician” shall have the meaning set forth in Section 3.7.

“Neuroscience” shall mean Neuroscience Gamma Knife Center of Southern California, LLC.

“Operational Expenses” shall mean, for any fiscal period, all of the following expenses and costs (other than the Company Expenses and the Practice Expenses) incurred by the Company in connection with the provision of Management Services to the Practice pursuant to this Agreement, determined on an accrual basis of accounting in accordance with GAAP:

(a)salaries, benefits (including, without limitation, any deferred compensation) and other costs (including, without limitation, costs pertaining to training and education) relating to the employment or engagement by the Company of all Personnel;

(b)obligations of the Company under the leases or subleases for the Cancer Centers (including, without limitation, the Leases);

(c)medical and office supply expenses;

(d)utility expenses and all other costs relating to the Cancer Centers, including, without limitation, costs of repairs, maintenance, telephone, janitorial services and refuse disposal;

(e)the cost and expense of FF&E, Required Improvements and all costs and expenses associated therewith; provided, however, to the extent that any such

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cost and expense is required to capitalized under GAAP, such cost and expense shall be deemed a Company Expense;

(f)insurance premiums and deductibles for the insurance described in Sections 8.1 and 8.2;

(g)cost of all liability insurance, other than medical malpractice liability insurance;

(h)the Billing and Collection Fee;

(i)depreciation expense with respect to any capital assets acquired by the Company in connection with the operation of the Cancer Centers after the Effective Date and in accordance with the Annual Budget, based upon the life of the asset, all in accordance with GAAP; and

(j)such other costs and expenses expressly set forth in the Annual Budget as Operational Expenses.

“Patients” shall mean all individuals seeking Radiation Oncology Services from the Practice or any Physician in the Communities.

“Parties” shall mean the Company and the Practice collectively.

“Party” shall mean any party to this Agreement.

“Payor Instruction Letter” shall have the meaning set forth in Section 4.7.

“Permits” shall have the meaning set forth in Section 6.1(d)(ii).

“Person” shall mean any individual, entity or group, including, without limitation, any corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

“Personnel” shall have the meaning set forth in Section 2.6(a).

“Physician” shall mean each individual who (a) is duly licensed to practice medicine in the State of California and (b) provides Radiation Oncology Services under the direction of the Practice.

“Practice” shall have the meaning set forth in the preamble.

“Practice Area” shall mean that area within a 20 mile radius of each Cancer Center.

“Practice Expense” shall mean any cost or expense of the Practice which is not an Operational Expense or a Company Expense including, without limitation, the following:

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(a)all salaries, benefits (including deferred compensation and health insurance) and other costs relating to the employment or engagement of a Physician (including physician independent contractors);

(b)all federal, state or local income and employment taxes of the Practice and the costs of preparing its federal, state or local income and employment tax returns;

(c)all costs of membership in professional associations and continuing professional education expenses, including subscriptions, for the Physicians;

(d)all liability judgments (including, without limitation, in connection with a medical malpractice claim) assessed against the Practice (to the extent not covered by insurance);

(e)all personal expenses of Physicians, including travel and entertainment expenses;

(f)licensure fees and board certification fees;

(g)all dues and fees for hospital and medical staff memberships of the Physicians;

(h)the cost and expense to retain qualified locum tenums to provide comprehensive Radiation Oncology Services to all Patients seeking such treatment at the Cancer Centers;

(i)the Practice Review Expense, subject to the provisions of Section 4.5; and

(j)such other costs and expenses expressly set forth in the Annual Budget as  Practice Expenses.

“Practice Indemnitees” shall have the meaning set forth in Section 8.4(b).

“Practice Lockbox Account” shall have the meaning set forth in Section 4.7.

“Practice Revenues” shall mean, for any fiscal period, (a) all cash received (net of adjustments, refunds, recoupment claims, repayments, fines, penalties, assessments, levies, disgorgements, restitutions or other payments or allowances made to any federal, state or local governmental  agency or other payor, and contractual allowances) by or on behalf of the Practice or the Professional Staff as a result of the provision of Radiation Oncology Services and (b) all cash received (net of adjustments, refunds, recoupment claims, repayments, fines, penalties, assessments, levies, disgorgements, restitutions or other payments or allowances made to any federal, state or local governmental  agency or other payor, and contractual allowances) by the Practice or the Professional Staff in their capacity as employees of the Practice and rendered incident to this Agreement, whether received in an inpatient or outpatient setting and whether rendered to health maintenance organizations, preferred provider organizations, Medicare,

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Medicaid or Patients, including, but not limited to, payments received under any capitation arrangement.

“Practice Review Expense” shall have the meaning set forth in Section 4.5.

“Practice Taxes” shall have the meaning set forth in Section 7.2(b).

“Professional Staff” shall mean the Physicians together with the Clinical Employees.

“Radiation Oncology Services” shall mean all radiation oncology services, of a routine and emergency nature, presently or hereafter provided by the Practice or the Professional Staff and the performance of all services ancillary thereto.

“Receivable” shall mean, as of any date of determination thereof, with respect to the Practice, all accounts and any and all rights to payment of money or other forms of consideration of any kind now owned or hereafter acquired (whether classified under the Uniform Commercial Code as accounts, chattel paper, general intangibles or otherwise) arising out of the sale or lease of goods or the provision of Radiation Oncology Services including, but not limited to, accounts receivable, proceeds of any letters of credit naming the Practice or the Physicians as beneficiary, chattel paper, insurance proceeds, contract rights, notes, drafts, instruments, documents, acceptances and all other debts, obligations and liabilities in whatever form from any other Person.

“Recoupment Claim” shall have the meaning set forth in the Securities Purchase Agreement.

“Required Improvement” shall mean all servicing, repair, cleaning and maintenance and repairs of the FF&E to ensure it is in good condition and repair and adequate for the provision of Radiation Oncology Services by the Practice; including, but not limited to, maintenance of all radiation equipment by adequately trained and licensed professionals in accordance, in all material respects, with all Laws pertaining to hazardous materials.

“Retained Amount” shall have the meaning set forth in Section 4.2.

“Secured Obligations” shall have the meaning set forth in Section 4.6(a).

“Securities Purchase Agreement” shall mean that certain Securities Purchase Agreement, dated as February     , 2006, by and among the Company, Coastal Radiation Oncology Medical Group, Inc., and the Coastal Group Sellers.

“Seller” shall have the meaning set forth in the Securities Purchase Agreement.

“Senior Debt Documents” shall mean that certain Amended and Restated Credit Agreement dated of even date herewith (as the same may be amended, supplemented or otherwise modified from time to time) by and among OnCURE Medical Corp. (and each of its subsidiaries, including, without limitation, the Company) and  Merrill Lynch Capital; and that certain Credit Facility Agreement dated of even date herewith (as the same may be amended,

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supplemented or otherwise modified from time to time) by and among OnCURE Medical Corp. (and each of its subsidiaries, including, without limitation, the Company) and MCG Capital Corporation, as administrative agent for the lenders named therein.

“Term” shall have the meaning set forth in Section 5.1.

“Third-Party Payors” shall mean any governmental entity, insurance company, health maintenance organization, preferred provider organization employer or other Person or similar entity that is obligated to make payments with respect to a Receivable.

“Uniform Commercial Code” shall mean the Uniform Commercial Code as the same may be in effect from time to time in the State of California; provided that if, by reason of applicable Law, the validity or perfection of any security interest in any Collateral granted under this Agreement is governed by the Uniform Commercial Code as in effect in a jurisdiction other than California, then as to the validity or perfection, as the case may be, of such security interest, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction.

“USCC Indemnitees” shall have the meaning set forth in the Securities Purchase Agreement.

SECTION 1.2                 Rules of Construction.  Unless the context otherwise requires:

(a)           “or” is not exclusive;

(b)           words in the singular include the plural, and words in the plural include the singular;

(c)           the words “include” and “including” shall be deemed to mean “include, without limitation,” and “including, without limitation”;

(d)           “herein,” “hereof,” “hereto,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section, paragraph or clause where such terms may appear;

(e)           references to sections mean references to such section in this Agreement, unless stated otherwise; and

(f)            the use of any gender shall be applicable to all genders.

ARTICLE II
OBLIGATIONS OF THE COMPANY

SECTION 2.1                 Management Services.  The Company shall provide to the Practice the management services, Personnel, office space, equipment and supplies as set out in this Article II (referred to collectively as the “Management Services”).

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SECTION 2.2                 Furniture, Fixtures, Equipment and Supplies.

(a)           The Company agrees to provide to the Practice those supplies and items of furniture, fixtures and equipment as are sufficient in nature, quality and quantity for the proper delivery of Radiation Oncology Services to Patients at the Cancer Centers and which are necessary and/or appropriate for the Practice’s operations at the Cancer Centers during the Term, or as are reasonably requested by the Practice, and in each case as are contemplated by the Annual Budget (all such items of furniture, fixtures, equipment and supplies are collectively referred to hereinafter as the “FF&E”).  Title to the existing, additional and replacement FF&E shall be in the name of the Company, any Affiliate of the Company, or any of their respective nominees or a leasing company.  The Company shall be responsible for ensuring that all (x) Required Improvements and (y) capital improvements to the FF&E that are contemplated by the Annual Budget, are promptly made as may be necessary to maintain the FF&E in good working condition and repair.  The cost and expense of such Required Improvements shall be deemed an Operational Expense.

(b)           The Practice shall not, and shall cause each Physician not to, make any changes, alterations or additions to the FF&E without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

SECTION 2.3                 Financial Planning and Goals.  At least thirty (30) days before the beginning of each calendar year during the Term, the Company will prepare, in consultation with the Practice, an annual budget (the “Annual Budget”) for the Cancer Centers, reflecting in reasonable detail anticipated revenues and expenses, sources and uses of capital for the Cancer Centers, anticipated Personnel staffing and support services arrangements and anticipated ancillary services for the upcoming calendar year, which budget shall also include an appropriate adjustment for a short calendar year if the Parties anticipate the Term will expire during the calendar year.  The parties acknowledge and agree that the initial Annual Budget for the period commencing on the Effective Date and ending on December 31, 2006 is attached hereto as Exhibit B.  Each Annual Budget thereafter shall be subject to review and approval of the Practice.  In the event that the Company and the Practice are unable to approve any Annual Budget within 15 days before the beginning of the calendar year to which such Annual Budget relates, such dispute shall be settled by the Medical Advisory Board and the Annual Budget in respect of the preceding calendar year shall be annualized, if necessary, and deemed the Annual Budget for such new calendar year pending the determination of the Medical Advisory Board.  Neither Party shall be permitted to make any expenditure that is: (a) not included in the Annual Budget if such expenditure is greater than $50,000 individually or in the aggregate with all other expenditures that were not included in the Annual Budget and all other expenditures that exceed their identified amount in the Annual Budget (but only to the extent of such excess); or (b) set forth in the Annual Budget if such expenditure is greater than $50,000 of the amount approved for such expenditure in the Annual Budget individually or in the aggregate with all other expenditures that exceed their identified amount in the Annual Budget (but only to the extent of such excess) and all other expenditures that where not included in the Annual Budget.  The Annual Budget for any fiscal year may be amended or modified only by a written agreement executed by each of the Parties.

SECTION 2.4                 Business Office Services.  Provided that the Practice will at all times be responsible for the medical care of Patients, the Practice appoints the Company as its sole and exclusive manager and administrator of all business functions and services related to the

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operation of, and the Radiation Oncology Services provided at, the Cancer Centers during the Term, including, but not limited to, all computer, bookkeeping, billing and collection services, accounts receivable and accounts payable management services, janitorial and cleaning services and management services (collectively, the “Business Office Services”).  The Company hereby is expressly authorized to perform the Business Office Services on behalf of the Practice and shall perform such Business Office Services in a reasonably competent, professional and ethical manner, as necessary, to meet the day-to-day requirements of the non-medical business and non-medical Radiation Oncology Services functions of the Cancer Centers; provided, that the costs associated with providing such services are consistent with the Annual Budget.  Without limiting the generality of the foregoing, the Company shall perform the following functions:

(a)           Accounting, bookkeeping and accounts payable processing.

(b)           Materials management, including purchase and stocking of office and medical supplies at levels reasonably necessary for the provision of Radiation Oncology Services.

(c)           Human resources management, including recruitment of any necessary additional Clinical Employees and Administrative Employees that are contemplated by the Annual Budget or as mutually agreed by the Parties.

(d)           Provide qualified support sufficient to assure the proper and efficient functioning of all hardware and software components of the information systems, and medical equipment utilized in connection with the Cancer Centers.

(e)           Provide financial auditing services reasonably necessary for billing purposes and for compliance with Medicare and Medicaid, managed care contracts, and other federal, state, or private payor reimbursement programs or plans.

(f)            Evaluate, negotiate and administer all managed care contracts and other third-party payor contracts on behalf of the Practice, all such contracts being subject to approval by the Practice.

(g)           Provide ongoing assessment of business activity including outcomes monitoring and patient satisfaction.

(h)           Order and purchase all medical and office supplies required in the day-to-day operation of the Practice at the Cancer Centers and contemplated by the Annual Budget or as mutually agreed by the Parties.

(i)            Provide a computer management information system, including on-site and off-site computer hardware and software license and support costs, for the provision of Billing and Collection Services.

(j)            Provide such other services as are reasonably necessary for the Practice to assure the efficient delivery of Radiation Oncology Services.

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(k)           Recognizing the Practice will be responsible for the ultimate decisions regarding coding and billing procedures, bill and collect all professional fees for services furnished to Patients.  The Practice hereby irrevocably appoints the Company its lawful attorney-in-fact, with full authority in the place and stead of the Practice and in the name of the Practice, the Company or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), for the following purposes:

(i)to bill patients on behalf of the Practice in the name of any Cancer Center and/or the Practice, and in the name of and on behalf of any Physician;

(ii)to bill on behalf of the Practice in the name of any Cancer Center and/or the Practice, and in the name of and behalf of any Physician, all claims for reimbursement or indemnification from insurance companies, Medicare and Medicaid, and all other Third-Party Payors or fiscal intermediaries for all goods and services provided by the Practice or the Professional Staff;

(iii)to collect Receivables on behalf of the Practice in the name of any Cancer Center and/or the Practice, and in the name of and on behalf of any Physician, (provided that collecting such Receivables is not prohibited by Law);

(iv)to settle, compromise or release in whole or in part any amounts owing on the Receivables;

(v)to receive, on behalf of any Cancer Center, the Practice and any Physician, payments from patients, insurance companies and all other payors with respect to services rendered by the Practice and Professional Staff, and the Practice shall forward any such payments received by it or any Physician to the Company for deposit;

(vi)other than with respect to Government Receivables where applicable, to take possession of and endorse, in the name of any Cancer Center, the Practice or any Physician, any notes, checks, money orders, insurance payments and any other instruments received as payment of such Receivable;

(vii)to direct all Third-Party Payors, other than Medicare or Medicaid, to deposit all payments with respect to

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Receivables in the Company Account by wire transfer; and

(viii)to initiate (subject to the approval of the Practice) and pursue legal proceedings in the name of the Cancer Centers and Practice, to collect any accounts and moneys owed to the Cancer Centers and Practice or any Physician, to enforce the rights of the Cancer Centers and Practice as creditor under any contract or in connection with the rendering of any service, and to contest adjustments and denials by Governmental Agencies (or their fiscal intermediaries) as third-party payors.

The Practice, and only the Practice, will perform all of the medical functions associated with the provision of the Radiation Oncology Services at the Cancer Centers. The Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function.  The Company may, however, advise the Practice as to the relationship (if any) between its performance of medical functions and the overall administrative and business functioning of its practice.  To the extent that any Clinical Employees assist the Practice in performing medical functions, such Clinical Employees shall be subject to the professional direction and supervision of the Practice and, in the performance of such medical functions, shall not be subject to any direction or control by the Company, except as may be specifically authorized in writing by the Practice.

SECTION 2.5                 Financial Statements.  The Company shall promptly prepare in accordance with GAAP, and deliver to the Practice monthly financial statements, within 45 days after the end of each month and year-end financial statements within 90 days after the end of each fiscal year, which fully and accurately reflect, in all material respects, the business operations of each of the Cancer Centers, including but not limited to Net Income, Practice Revenues, Operational Expenses and EBITDA for such period.  Such year-end financial statements shall be the audited consolidated financial statements of OnCURE Medical Corp. and its subsidiaries (the “Financial Statements”).  The Financial Statements shall include information prepared in accordance with GAAP that will allow the Practice in a reasonable manner to determine the ongoing financial viability of USCC and that both USCC and OnCURE remain solvent, going concerns.  The Practice shall be entitled to audit such financial reports and any and all supporting documentation at any time, at its own cost; provided, however, in the event that the audit reveals a discrepancy of five percent (5%) or more in any amounts payable under this Agreement, the Company shall pay the Practice’s expenses in connection with such audit.  The Company shall also prepare and deliver with such financial statements, a report setting forth: (i) billing and collections by patient, (ii) Receivables, aging reports broken down by payor and patient, (iii) billings and census reports broken down by referring physician, treating physician and provider codes, and (v) such other financial information as shall be mutually agreed to by the Practice and the Company.

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SECTION 2.6                 Personnel.

(a)           Subject to the provisions of Section 2.6(d) below, the Company shall employ and provide to the Cancer Centers and Practice all  personnel (other than the Physicians) (i) as are sufficient in number and ability for the proper operation of the Cancer Centers and (ii) whose salaries, benefits (including deferred compensation) and other costs of employment are contemplated by the Annual Budget, including, without limitation: (1) all nurses, therapists, physicists, medical records personnel and other medical support personnel  (referred to collectively as the “Clinical Employees”); (2) all business office personnel (i.e., clerical, secretarial, bookkeeping and revenue collection personnel) as are necessary for the maintenance of patient records, scheduling of Radiation Oncology Services, collection of Receivables and maintenance of the financial records of the Cancer Centers to the extent directly related to the provision of Radiation Oncology Services at the Cancer Centers (referred to collectively as the “Administrative Employees”); and (3) an office administrator to manage and administer, subject to the terms and conditions hereof, all of the day-to-day routine business functions and services of the Cancer Centers (collectively, the “Personnel”).  The Company shall not unreasonably withhold, condition or delay its consent to requests by the Practice for additional Personnel.  The Company shall determine the salaries and fringe benefits of all such Personnel provided under this Section consistent with the Annual Budget. Schedule 2.6(a) sets forth as of the Effective Date a complete and correct list of each of the initial Personnel.  The Parties agree that the Personnel shall consist of no less than the staff positions described in Schedule 2.6(a) at all times during the Term, absent the closing of one or more Cancer Centers.

(i)The Clinical Employees shall constitute and be treated as leased employees of the Practice under Chapter 15, Section 60.1(B) of the Medicare Benefits Policy Manual (CMS Pub. 100-2), as amended from time to time, and the Practice shall have, and agrees to exercise, such supervision and control over the Clinical Employees as may be required by CMS (including without limitation by the provisions of Section 2050.1C of the Medicare Carriers Manual, as amended from time to time) so that the Practice may bill Medicare for the services of the Clinical Employees under the Physicians’ or the Practice’s, as the case may be, Medicare provider number(s).

(ii)The Company shall use all commercially reasonable efforts to ensure that, at all times during the Term, each Clinical Employee shall be (1) appropriately licensed, certified or registered, as the case may be, by the State of California or , as appropriate, to assist the Physicians in the provision of Radiation Oncology Services; (2) qualified by virtue of their training and/or experience to assist the Physicians in the provision of Radiation Oncology Services; and (3) if the Practice reasonably determines, individually credentialed by one or more hospitals in the Community.

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(b)The Company shall be responsible for the assignment of all such Personnel to perform services at the Cancer Centers; provided, however, that the Company shall, at the Practice’s reasonable request, reassign or replace any Personnel who are not, in the Practice’s judgment, adequately performing the required services or in the event the Practice determines, reasonably and in good faith, that such individual should no longer work on behalf of the Practice.  Neither the Practice nor the Company shall discriminate against such Personnel on the basis of race, religion, age, sex, disability or national origin in violation of any applicable Law.

(c)Notwithstanding anything to the contrary contained herein, at all times during the Term, the Personnel shall be deemed employees or independent contractors of the Company and not the Practice.

(d)The Practice and the Company shall mutually agree upon the hiring and termination of the Personnel.  The Company shall seek the advice and input of the Practice on an ongoing basis (in no event less than annually) concerning the disciplining and performance of, and the determination of salary increases and/or bonuses for, the Personnel, and the Company shall respect the opinion of the Practice as to all such matters whenever possible, recognizing that the efficient operation of the Practice depends in large part upon the close relationship of the Physicians and the Personnel.

(e)The Company shall be responsible for the provision of all record keeping, payroll accounting, payroll taxes, workers compensation insurance, unemployment insurance, retirement plans, group insurance benefits, and any other payroll or benefit program provided to the Personnel.  Notwithstanding anything to the contrary set forth herein, absent the prior written approval of the Practice, the employee benefits provided by the Company to the Personnel shall, throughout the Term of this Agreement, be equal to or greater than those employee benefits set forth in Schedule 2.6(c), which employee benefits shall be available to the Personnel as of the Effective Date.  It is hereby acknowledged that the employee benefits to be provided by the Company to the Personnel employed on the Effective Date will be different than the employee benefits that had been provided to such Personnel immediately prior to the Effective Date; provided, however, that for the one year period following the Effective Date, the amount of the contributions required to be made by any of the Personnel for their employee benefits shall not exceed the amount of the contributions that a similarly situated employee of Coastal Oncology, Inc., a California corporation (formerly operated as Coastal Radiation Oncology Medical Group, Inc., a California professional corporation) was required to make for the same or similar employee benefits immediately prior to the Effective Date.

SECTION 2.7Cancer Centers.  The Company hereby grants the Practice an exclusive license, in conjunction with the Company, during the Term, to use the Cancer Centers, subject to the terms and conditions of the Cancer Center leases (each individually, a “Lease”, and collectively, the “Leases”), for the provision of Radiation Oncology Services.  The Company covenants that it will use all commercially reasonable efforts not to default in any material respect under any Lease.  The Practice shall not, and shall cause each of the Physicians not to, make any changes, alterations or additions to the Cancer Centers without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed.  The Practice shall use and occupy the Cancer Centers (a) subject to the terms and conditions of the

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Leases, (b) exclusively for the provision of Radiation Oncology Services and ancillary services, such as imaging, laboratory, cyclotron, and support services, and (c) in compliance, in all material respects with all applicable Laws.  It is expressly acknowledged by the Parties that the medical practice or practices conducted at the Cancer Centers shall be conducted solely by Physicians associated with the Practice, and no other physician or medical practitioner shall be permitted to use or occupy the Cancer Centers without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.  The license granted under this Section 2.7 shall terminate with respect to any Cancer Center on the date that the Lease pertaining to such Cancer Center has expired or been terminated, or this Agreement has expired or been terminated.

SECTION 2.8Files and Records.

(a)Subject to the succeeding paragraph, the Company shall maintain all files and records relating to the operation of the Cancer Centers and Practice, including, but not limited to, customary financial records and Patient files.  The Company shall use its best efforts to manage all files and records in material compliance with all applicable Laws (including state and federal laws concerning confidentiality of such records), which files and records shall be located so that they are readily accessible for Patient care, consistent with ordinary records management practices.  The Practice shall have full access to such records during the Term.  Upon termination or expiration of this Agreement, if the Practice or a Physician shall request copies of medical files and records relating to Patients, the Company shall promptly furnish a copy of such files and records.

(b)The Practice shall supervise the preparation of, and direct the contents of, patient medical records, all of which shall be and remain confidential and the property of the Practice. The Practice shall establish and enforce reasonable procedures to ensure that the Professional Staff properly prepare and complete medical records for all Patients in material compliance with all applicable Laws, the medical staff bylaws, rules and regulations of the Company, and the rules and regulations of any Third-Party Payors with which the Company may contract or affiliate from time to time.  All such patient records shall be maintained for the periods required by, and in material compliance with, applicable Laws.  The Company shall have reasonable access to such records and, subject to applicable Laws and accreditation policies, the Company shall be permitted to retain true and complete copies of such records.

SECTION 2.9Recruitment of New Physicians.  At the request of the Practice, the Company shall perform administrative services relating to the recruitment of physicians for the Practice.  The Company’s role in recruitment is not to be construed as direct employment by the Company, but an acknowledgement that any financial commitment made to a Physician during recruitment will affect the performance of both the Company and the Practice under this Agreement.

SECTION 2.10Expansion of the Practice.  The Company shall assist the Practice in evaluating and adding additional office space, new Cancer Centers, new office-based procedures and services, and new or additional ancillary or other professional services, as provided for in the Annual Budget or otherwise approved by the Company and the Practice.  The Company and the

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Practice hereby pledge their mutual intention and support for such reasonable expansion of the Practice.

SECTION 2.11Practice Assessment and Consulting Services.  The Company shall assess the Practice’s performance including outcomes monitoring and patient satisfaction.  The Company shall develop systems to track revenues, expenses, utilization, quality improvement, Practice and Physician productivity and patient satisfaction.  The Company shall arrange for or provide business and financial management consultation and advice reasonably requested by the Practice and directly related to the operations of the Practice pursuant to this Agreement.

SECTION 2.12Managed Care Contracting.

(a)The Company shall review all proposed managed care contracts and provide recommendations to the Practice regarding whether the participation in such managed care contracts is consistent with the Annual Budget.  The Practice shall execute only such managed care contracts as may be consistent with the Annual Budget (unless otherwise approved by the Company) and shall (and shall cause the Professional Staff to) abide by the terms of any such contract.  Notwithstanding the foregoing, no Party shall execute a managed care contract pertaining to Radiation Oncology Services to be provided at the Cancer Centers without the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).  The Company agrees to provide all ancillary and supportive services, equipment, and personnel which may be required of the Practice and the Cancer Centers from time to time by any of the Practice’s managed care contracts, payors, and accreditation bodies; provided, however, that the cost of  the foregoing shall be deemed an Operational Expense.

SECTION 2.13Restrictive Covenants of the Company.

(a)Neither the Company nor any of its Affiliates shall provide space, furnishings, facilities, equipment, supplies, services or personnel similar to those provided to the Practice under this Agreement, directly or indirectly, to any Person or entity (other than the Practice) in connection with the provision of Radiation Oncology Services to patients in the Practice Area or the Communities, without providing the Practice with appropriate prior written notice and the opportunity to provide such Radiation Oncology Services on terms no less favorable than those proposed to be offered to such Person.  In the event the Practice elects to provide Radiation Oncology Services at any such new medical facility, then such facility shall be deemed a Cancer Center hereunder.

(b)The Company shall not take any action to disparage or criticize the Physicians, the Practice or any of its employees, officers, directors, owners or customers.

(c)Each Party hereby agrees that the provisions of this Section 2.13 are independent of all other covenants or agreements between the Parties and shall remain enforceable regardless of any claim or determination with respect to, or breach of, any other agreement between the Parties.

(d)Each Party hereby acknowledges that in the event of any breach or threatened breach by the Company of any of the provisions of this Section 2.13, the Practice would not have an adequate remedy at Law and could suffer substantial and irreparable damage. 

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Accordingly, the Company hereby agrees that, in such event, the Practice shall be entitled, and notwithstanding any election by the Practice to claim damages, to obtain a temporary and/or permanent injunction (without proving a breach therefor) to restrain any such breach or threatened breach or to obtain specific performance of any such provisions, all without prejudice to any and all other remedies that the Practice may have at Law or in equity. The Company hereby waives any requirement that the Practice post a bond in connection with any claim for relief under this Section 2.13.

(e)Any term or provision of this Section 2.13 that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Section 2.13 or affecting the validity or enforceability of any of the terms and provisions of this Section 2.13 in any other jurisdiction.  Each of the Parties hereby agrees that the provisions set forth in this Section 2.13 are reasonable under the circumstances, and further agrees that, if in the opinion of any court of competent jurisdiction any provision herein is determined to be excessively broad as to duration, activity, subject or otherwise incompatible with applicable Law, said court is authorized and requested to modify such provision so as to cause it to be not excessively broad or incompatible with applicable Law, and to enforce such provision as modified.

(f)For purposes of this Section 2.13, the term “Practice” shall mean, collectively, the Practice and its Affiliates.

SECTION 2.14Payment of Operational Expenses.  As more fully set forth in Article IV, each Operational Expense shall be paid out of Practice Revenues and the Company shall have the authority to pay each such Operational Expense from the Company Account.

SECTION 2.15Company Expenses.  The Company shall be solely responsible for the payment of all Company Expenses.

ARTICLE III
OBLIGATIONS OF THE PRACTICE

SECTION 3.1Required Services and Service Hours.  Unless otherwise agreed to by each of the Parties, at all times during the Term, the Practice shall ensure that: (a) a Physician is readily available to provide comprehensive Radiation Oncology Services at the Cancer Centers during normal business hours, as reasonably established by the Practice (the Practice may retain, at its sole cost and expense, qualified locum tenens to provide such services); (b) each Patient seeking Radiation Oncology Services at the Cancer Centers is treated in a timely manner; and (c) a Physician shall be readily available at the Cancer Centers, at all times, when a Patient is being treated.

SECTION 3.2Professional Standards.

(a)The professional services provided by the Practice and the Professional Staff shall be performed solely by or under the supervision of a Physician licensed to practice medicine in the State of California or, as appropriate, and shall at all times be provided in a professional and ethical manner, in accordance with prevailing standards of medical practice, and

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in compliance with all Laws governing the practice of medicine or the provision of Radiation Oncology Services at the Cancer Centers.  The Practice shall, with the assistance of the Company if so requested, resolve in a reasonable manner any utilization management or quality improvement issues (as described more fully in Section 3.11) which may arise in connection with the Practice.

(b)If any disciplinary actions or professional liability actions are initiated against the Practice or any Professional Staff, the Practice shall promptly inform the Company of such action and the underlying facts and circumstances and provide the Company with copies of all documents received by the Practice or any Professional Staff with respect to any such action, within five Business Days of receipt thereof.  The Company shall similarly inform the Practice of any such disciplinary actions or professional liability actions initiated against the Practice or any Professional Staff, of which it first becomes aware and provide the Practice, promptly upon receipt thereof but in any event within five Business Days, with copies of all documents received by the Company with respect to any such action.

(c)The Practice shall establish and maintain procedures to assure the consistency and quality of all professional medical services provided by the Practice, and the Company shall render administrative assistance to the Practice as requested in furtherance thereof.  The Practice and the Company shall in good faith cooperate with inspections and on-site surveys of the Practice or the Cancer Centers as may be conducted by any Governmental Authority, accrediting organization or other Third-Party Payor.

SECTION 3.3Physician Powers of Attorney.  The Practice shall require all Physicians to execute and deliver to the Practice powers of attorney, reasonably satisfactory in form and substance to the Company, appointing the Practice as attorney-in-fact for each such Physician for the purposes set forth in Section 2.4(k).

SECTION 3.4Restrictive Covenants of the Practice.

(a)The Practice acknowledges and agrees that the services to be provided by the Company hereunder are feasible only if the Practice operates a viable medical practice to which the Physicians devote their full time, attention and reasonable best efforts.  Accordingly, the Practice agrees that it shall not, without the prior written consent of the Company, during the Term and for a period of one year following the termination of this Agreement (except as a result of a termination by the Practice pursuant to Section 5.3(a) through (g)), other than pursuant to this Agreement, on its behalf or on behalf of any other Person, directly or indirectly,

(i)solicit, recruit or employ any Person who has been employed or otherwise retained by the Company at any time during the 12 months immediately preceding such solicitation or recruitment or cause or seek to cause such Person to leave the employ of the Company, or

(ii)solicit any supplier, lender, lessor or any other Person which has a business relationship with the Company

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with a view to cause, or seek to cause, such Person to take action which is intended to or could reasonably likely adversely affect the Company’s relationship with such Person.

(b)The Practice shall not take any action to disparage or criticize the Company or, as applicable, any of its employees, officers, directors, owners or customers.

(c)The Practice shall cause each Seller and shall use its reasonable best efforts to cause each Physician that is not a Seller (other than any locum tenens engaged by the Practice) to enter into an agreement concerning the restrictions set forth in this Section 3.4; provided, however, that notwithstanding the foregoing, no Physician shall be prohibited from employing any Person who has been employed or otherwise retained by the Company to physically work in an area outside of the Practice Area or the Communities if such Person requested to be employed by such Physician and was not solicited or recruited by such Physician.

(d)Each Party hereby agrees that the provisions of this Section 3.4 are independent of any and all other covenants or agreements by and among such Parties and shall remain enforceable regardless of any claim or determination with respect to, or breach of, any other agreement between such Parties.

(e)Each Party hereby acknowledges that in the event of any breach or threatened breach by the Practice of any of the provisions of this Section 3.4, the Company would not have an adequate remedy at Law and could suffer substantial and irreparable damage.  Accordingly, the Practice hereby agrees that, in such event, the Company shall be entitled, and notwithstanding any election by the Company to claim damages, to obtain a temporary and/or permanent injunction (without proving a breach therefor) to restrain any such breach or threatened breach or to obtain specific performance of any such provisions, all without prejudice to any and all other remedies which the Company may have at Law or in equity.  The Practice hereby waives any requirement that the Company post a bond in connection with any claim for relief under this Section 3.4

(f)Any term or provision of this Section 3.4 which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Section 3.4 or affecting the validity or enforceability of any of the terms and provisions of this Section 3.4 in any other jurisdiction.  Each of the Parties hereby agrees that the provisions set forth in this Section 3.4 are reasonable under the circumstances, and further agrees that if in the opinion of any court of competent jurisdiction any provision herein is determined to be excessively broad as to duration, activity, subject or otherwise incompatible with applicable Law, said court is authorized and requested to modify such provision so as to cause it to be not excessively broad or incompatible with applicable Law, and to enforce such provision as modified.

(g)For purposes of this Section 3.4, the term “Company” shall mean, collectively, the Company and its Affiliates.

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(h)Notwithstanding the generality of the foregoing, the Practice shall cause each Seller and each full-time Physician (other than locum tenens engaged by the Practice) to agree (i) to provide Radiation Oncology Services exclusively for the Company at the Cancer Centers, (ii) not to provide any Radiation Oncology Services at any outpatient treatment facility that is not owned or operated by the Company, and (c) not to compete with any of the Cancer Centers, within the Practice Area, unless with the prior written consent of the Company.  Notwithstanding the foregoing, but subject to Section 10.05  of the Securities Purchase Agreement, nothing in this Agreement shall prohibit or restrict the Practice or the Physicians from providing medical services, including but not limited to Radiation Oncology Services, (1) outside the Practice Area, or (2) through Neuroscience, provided that Neuroscience does not provide any radiation oncology services other than gamma knife surgery.  All such services shall not be governed by this Agreement, and any revenue arising from such services shall not be included in the calculation of Practice Revenues.

SECTION 3.5Continuing Professional Education.  The Practice shall ensure that each Physician maintains competence in, and remains currently well-informed as to recent developments about, radiation oncology clinical protocols.   Accordingly, subject to the Practice at all times providing sufficient Physicians to care for the needs of Patients, the Physicians shall undertake all reasonable activities, including attending seminars, keeping current with journals and other reasonable measures, to remain proficient in the practice of radiation oncology.  All seminars necessary to maintain licensure or competence shall be the responsibility of the Practice and the individual Physicians. At a minimum, the Practice shall ensure that each Physician participates in such continuing medical education as is necessary for the Physician to remain licensed.

SECTION 3.6Initial Physicians.  The initial Physicians of the Practice shall be Drs. Chan, Fishburn, Fogel, Hesselgesser, Longo, Miller, Rodnick, Stella, Schweitzer, Scharlach, and 3 associate doctors who shall provide Radiation Oncology Services at the Cancer Centers, for a period of at least 24 months from the Effective Date, subject in each case to the earlier death or disability of the applicable initial Physician.  Notwithstanding the foregoing, it is acknowledged and agreed that Drs. Fishburn and Chan are expected to retire within 2 years and are practicing pursuant to reduced schedules as of the Effective Date.

SECTION 3.7Additional Physicians.  The decision to employ or engage an additional Physician (“New Physician”) shall be made by the Practice (after consultation with the Company) and the terms of any employment contract or similar agreement between the Practice and such New Physician shall be determined by the Practice.  The Practice has the authority and responsibility to hire New Physicians for any of the Cancer Centers, as the Practice sees fit, in its sole discretion, provided that the cost to employ or engage any such New Physician shall be a Practice Expense.  Each New Physician shall be an employee or independent contractor of the Practice.

SECTION 3.8Termination of Physicians.  The Practice shall consult with the Medical Advisory Board prior to terminating the employment or engagement of any Physician; provided, however, that all decisions with respect to removing Physicians shall be made by the Practice, in its sole and absolute discretion.  Each Physician’s right to treat Patients or otherwise

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provide services at the Cancer Centers shall automatically terminate upon the termination of such Physician’s employment or engagement with the Practice.

SECTION 3.9Cooperation.  The Practice shall, and shall request the Physicians to, cooperate with and assist the Company to control all costs and expenses relating to the operation of the Cancer Centers without sacrificing professional standards or patient care.  The Practice shall, and shall require Physicians to, exercise due care to ensure that, when being used by the Physicians, medical equipment utilized by the Practice is being used in a safe and efficient manner, and shall timely report any unsafe or unsatisfactory equipment of which the Practice, or any of the Physicians, is aware. The Parties acknowledge that the Practice retains full authority and responsibility for patient care and that the Company’s policies and procedures referenced herein are not to interfere with the Practice’s authority with respect to patient care issues.  The Practice also agrees to cooperate with, and participate in, any patient satisfaction surveys and/or outcomes management surveys or programs instituted or implemented by the Company as reasonable in the medical industry, subject to prior approval by the Practice (such approval not to be unreasonably withheld or delayed).  In the event that the Practice reasonably objects to any policy or procedure implemented by the Company, such objection shall be referred to the Medical Advisory Board, the decision of which shall be advisory only and not binding on any Party.  In the event that the Medical Advisory Board shall be unable to resolve any such dispute, such dispute shall be submitted to arbitration in accordance with Article X.

SECTION 3.10Billing Information and Collection Policy.

(a)The Practice shall promptly provide the Company with all billing information requested by the Company (including, but not limited to, appropriate provider numbers, the name of the Patient, the date of service, and the nature and extent of services provided) and any supporting medical information necessary to enable the Company to bill and collect the Cancer Centers and Practice’s charges pursuant hereto. The Practice shall cause each Physician to provide the Company with billing codes and complete descriptions supporting all procedures performed by such Physician, and shall comply with all reasonable requests by the Company to supplement such coding or descriptions for billing purposes.

(b)All professional fee schedules for services shall be mutually agreed to by the Practice and the Company.  No discount, fee reduction, writeoff, delivery of a patient bill to outside collection services, or other waiver of the agreed fees shall be made by the Company without the prior written authorization of the Practice on a per-case basis, which authorization shall not be unreasonably withheld. The Company shall be liable to reimburse the Practice in full for any writeoff or fee reduction not expressly authorized in advance by the Practice.

SECTION 3.11Quality and Utilization Management.  The Practice acknowledges and agrees that a quality and utilization management program for determining the medical necessity and appropriateness of care rendered by the Practice provides controls and protections that help prevent potential overutilization with any fee-for-service arrangement including, but not limited to, those reimbursable under federal health insurance programs and also provides essential data to the Practice and the Company for the purposes of managing the Cancer Centers and negotiating, administering and maintaining Third-Party Payor contracts.  The Practice and the Company agree to develop and implement a quality and utilization management program in

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accordance with recommendations made by the Company, the Practice, or the Medical Advisory Board or as required under Third-Party Payor contracts.  The Company is authorized by the Practice to prepare and distribute, after review and approval by Practice (which approval shall not be unreasonably withheld, conditioned, or delayed), reports of such program activities to employees of, and consultants to the Practice and the Company, to Third-Party Payors, and to such other Persons as are appropriate for the Company to carry out its obligations hereunder.

SECTION 3.12Peer Review.  The Practice and the Company shall cooperate to develop, from time-to-time, peer review procedures for the Professional Staff providing services to the Patients.  The Practice shall provide the Company with prompt notice of any material quality of care concerns relating to the Physicians providing services on behalf of the Practice.  The Practice shall implement such corrective actions that the Practice, after consultation with the Medical Advisory Board, determines are necessary or appropriate to comply with the then current peer review procedures, community standards, and Laws.  The Practice and the Physicians will also comply with, and participate in, peer review programs reasonably required by the Company, and any entity with whom the Company and the Practice contracts with respect to the provision of Radiation Oncology Services at the Cancer Centers, including, but not limited to, Third-Party Payors.

SECTION 3.13Practice Operational Authority.  The Practice shall have exclusive authority and control over day-to-day operations and Cancer Center staff decisions subject to the requirement that the Practice shall, at all times use its best efforts to comply with and follow: (a) the human resources policies of the Company and its Affiliates, (b) all employment Laws, (c) the Annual Budget, (d) all reimbursement rules of Medicare and all other Third-Party Payors and (e) all Laws as to which non-compliance would be materially detrimental to the Company, its Affiliates and/or the Practice.

SECTION 3.14Other Obligations of the Practice.  At all times during the Term, the Practice shall also be responsible for: (a) the scheduling of Physician coverage to ensure that coverage is being provided at the Cancer Centers during reasonable business hours; (b) maintaining an adequate internal mechanism for selecting, disciplining and removing Physicians; (c) assisting the Company  in interviewing, screening, selecting, reviewing and disciplining the Clinical Employees; (d) exerting its reasonable best efforts to effectively and efficiently resolve (with the cooperation of the Company) any complaints or problems of Patients or Professional Staff concerning the provision of Radiation Oncology Services; (e) causing no less than one representative of the Practice to be present at the regular meetings of the Medical Advisory Board to discuss the delivery of Radiation Oncology Services and the operation of the Cancer Centers; (f) cooperating with the reasonable efforts of the Company to obtain and/or maintain accreditations by ACR and JCAHO, as well as all appropriate and necessary federal and state licenses and certifications, provided that the Parties mutually agree to obtain or maintain such accreditations; (g) assisting the Company in the development and implementation of all marketing plans and efforts in connection with the Cancer Centers, and causing the Physicians to be available on a reasonable basis to support these marketing activities (which may include, for example, speaking engagements at cancer conferences, public forums, support groups, participation on tumor boards, and meetings with referring physicians); (h) maintaining a number of Physicians sufficient for the Practice to be able to accept and treat all new Patients equally, without regard to any factors other than medical condition (including, without limitation, Patients

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of Medicare and Medicaid, as well as insured and uninsured Patients); (i) providing a reasonable amount of indigent care in the Community; (j) causing the Physicians to maintain staff privileges at major hospitals and health plans in the Community; and (k) ensuring that the Professional Staff are familiar and comply with (i) all Laws governing the practice of medicine or the provision of Radiation Oncology Services, (ii) all policies, rules and regulations and bylaws of those hospitals where they have staff privileges, (iii) all applicable professional standards, including, without limitation, the standards of the American Medical Association and (iv) all requirements of Medicare, Medicaid, the Health Insurance Portability and Accountability Act, managed care contracts, and any other federal, state or private payor reimbursement programs and plans participated in by the Cancer Centers.

SECTION 3.15Practice Expenses.  The Practice shall be solely responsible for the payment of all Practice Expenses.

SECTION 3.16Managed Care Contracting.  The Practice shall ensure that: (i) each Physician participates (without interruption or suspension) in Medicare, Medicaid, TRICARE, workers’ compensation, other federal and state reimbursement programs, and the payment plan of any commercial insurer, health maintenance organization, preferred provider organization, or other health benefit plan or program with which the Practice may contract or affiliate from time to time and (ii) the Professional Staff complies with appropriate utilization control and review mechanisms and quality improvement policies implemented by the Company or by appropriate managed care programs, Third-Party Payors, governmental agencies and accreditation bodies, including without limitation, JCAHO, ACR and ACCC.

ARTICLE IV
FINANCIAL ARRANGEMENT

SECTION 4.1Management Fees.

(a)As compensation for the provision by the Company of the Management Services, the Practice shall pay the Company:

(i)an annual (on a calendar year basis, but adjusted for the period from the Effective Date to December 31, 2006) fee equal to the actual cost of the billing and collection services set forth in Section 2.4(k) at the Cancer Centers (the “Billing and Collection Fee”) up to a maximum of three percent (3%) of Practice Revenues.  All such costs shall be consistent with the Annual Budget and shall be Operational Expenses; and

(ii)subject to Section 4.2, an annual (on a calendar year basis, but adjusted for the period from the Effective Date to December 31, 2006) fee (General Management Services Fee”) equal to 60% of the EBITDA of the Cancer Centers.

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(b)The amounts to be paid to the Company pursuant to the Billing and Collection Fee and the General Management Services Fee shall be prorated and payable monthly during the Term of this Agreement within 20 days after the end of each calendar month.

(c)Payment of the Billing and Collection Fee and the General Management Services Fee is not intended to permit the Company to share in the Practice’s fees, but is acknowledged as the Parties’ negotiated agreement as to the reasonable fair market value of the equipment, support services, Personnel, office space, management, administration and other items and services furnished by Company pursuant to this Agreement, considering the nature and volume of the services required and the respective risks assumed by the Company and the Practice.  Payment of the Billing and Collection Fee and the General Management Services Fee is not intended to be, and shall not be interpreted to constitute, the payment of remuneration for referrals.

SECTION 4.2Retained Amount.

(a)Throughout the Term, the Practice shall retain an annual amount equal to 40% of the EBITDA or the Minimum Retained Amount (as defined in Section 4.2(b), below), whichever is greater (the “Retained Amount”).  The Retained Amount is payable in monthly installments within 20 days after the end of each calendar month, and shall be paid from the Company Account.  The Retained Amount for any partial period shall be prorated.

(b)The Retained Amount shall be no less than the amounts set forth below in Sections 4.2(b)(i)-(ii) (collectively, the “Minimum Retained Amount”).  In no event shall the Minimum Retained Amount be construed to reduce the amount of the Retained Amount otherwise due the Practice.  For purposes of calculating the Minimum Retained Amount, the twelve-month period commencing on the Effective Date and ending on the first anniversary of the Term shall be referred to as “Year One,” the subsequent year ending on the second anniversary of the Term shall be referred to as “Year Two,” and so on.

(i)During Year One through Year Three, the Minimum Retained Amount shall be Four Hundred Twenty-Five Thousand Dollars ($425,000) multiplied by an initial factor of 13 Physicians, for an aggregate annual payment not to exceed $5,525,000.

(ii)During Year Four through Year Ten, the Minimum Retained Amount shall be Four Hundred Fifty Thousand Dollars ($450,000) multiplied by an initial factor of 13 Physicians, for an aggregate annual payment not to exceed $5,850,000.

(c)Notwithstanding the foregoing, in the event that Practice Revenues in any annual period (adjusted for the period from the Effective Date to December 31, 2006) are less than $24,000,000, the Retained Amount in the subsequent period shall be reduced by the following formula, not to exceed $50,000 per Physician or $650,000 in the aggregate (whichever sum is less) in any individual year:

$ 30,000 X ($24,000,000 minus actual Practice Revenues) / $ 1,000,000 = Reduction of Retained Amount.

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(d)The Minimum Retained Amount may be increased by the mutual agreement of the Parties in the event the Practice opens new Cancer Centers.

SECTION 4.3Payments.

(a)The Company shall deliver the Financial Statements which shall support the calculation of the payments to be made pursuant to Section 4.1 and 4.2; provided, however, that the payments shall be paid monthly based on estimates set forth in the Annual Budget.  The Company and the Practice may, from time to time by their mutual agreement, modify the estimate of revenues and expenses on a monthly basis in accordance with the Annual Budget, and adjust the actual results on a quarterly basis.

(b)In the event that Practice Revenues are insufficient to pay all of the Operational Expenses for any period, all Operational Expenses other than the Billing and Collection Fee shall be paid in full prior to the payment of the Billing and Collection Fee, the Retained Amount and the General Management Services Fee.  Thereafter the priority of payments shall be as follows: (1) the Billing and Collection Fee, (2) the Retained Amount, and (3) the General Management Services Fee.

(c)Any amounts due to the Practice under this Agreement that are not paid within 10 days of when such payment is due will have an one and one-half percent (1 ½%) per month finance charge assessed against the unpaid balance from the date due until the date of payment.

SECTION 4.4Reconciliation.  Adjustments to any payments made to the Company or the Practice pursuant to this Agreement shall be made to reconcile actual amounts due under this Agreement within 90 days after the end of each calendar year (pro-rated for any year for which this Agreement has been in effect less than the entire year) or earlier in accordance with the provisions of Section 4.3(a) above.  At such intervals, the Company shall determine the actual amounts due to each Party pursuant to this Agreement for such period and shall notify the Practice of the amount of payments, if any, owed by or due to each Party as a result of the reconciliation.  If payment is owed by any Party, such amount shall be paid to such Party within 10 Business Days of such notification.

SECTION 4.5Review of Financial Arrangements by the Practice.  The Practice shall have the right, at its own cost and expense, to review the Company’s calculations of all payments, fees and expenses owed by or due to any Party or a third party under this Agreement (such costs and expenses to review the Company’s calculations are referred to herein as the “Practice Review Expense”); provided, however, that in the event the audit reveals a discrepancy of five percent (5%) or more in any amounts payable under this Agreement, Company shall pay the Practice Review Expense.  Upon reasonable notice to the Company, the Practice shall have the right to review the Company’s calculations or allocation of any such payments, fees or expenses and the Company shall provide the Practice, with all documents, reports, records and supporting materials used in determining such amounts.  Such documents shall be delivered to the Practice within a reasonable period of time after such request, but in any event within 15 Business Days.  Not later than 20 Business Days following the delivery of such documents to the Practice, the Practice may furnish the Company with written notification of any dispute

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concerning any items shown thereon or omitted therefrom, together with a detailed explanation in support of the Practice’s position in respect thereof.  The Company and the Practice shall consult to resolve any dispute for a period of 15 Business Days following such notification to the Company.  If such 15 Business Day consultation period expires and the dispute has not been fully resolved, the matter shall be referred to any accounting firm which has not provided accounting services to any Party or its Affiliates within the prior three years and is chosen by the Medical Advisory Board (the “Accountants”), which shall resolve the dispute and render its decision (together with a brief explanation of the basis therefor) to the Practice and the Company not later than 20 Business Days following submission of the dispute to it.  The decision of such Accountants shall be a final determination of such amounts.  In the event that the Accountants resolve all disputes presented to it in the manner proposed by one of the Parties, the fees and expenses of the Accountants relating to the resolution of such dispute shall be paid by the other Party.  In all other events, the fees and expenses of the Accountants shall be shared in the same proportion that the Company’s position, on the one hand, and the Practices’ position, on the other, initially presented to the Accountants bears to the final resolution as determined by the Accountants.

SECTION 4.6Collateral Security.

(a)Grant of Security Interest.  To the extent permitted by applicable Law, as collateral security for the prompt and complete payment when due of all (i) Operational Expenses (including, without limitation, Operational Expenses advanced or paid by the Company), (ii) Damages which any of the USCC Indemnitees are entitled to indemnification under the Securities Purchase Agreement in connection with a Recoupment Claim, (iii) the General Management Services Fees and (iv) the Billing and Collection Fee (referred to herein collectively as, the “Secured Obligations”), the Practice hereby sells, assigns, mortgages, hypothecates, conveys and transfers to the Company, and hereby grants to the Company a continuing security interest (subordinate only to any security interest of Third Party Payors in Receivables owed by such payor) in all of the Practice’s rights, title and interest in, to and under the Receivables (other than the Governmental Receivables) which may be created or arise during the Term, together with any and all proceeds (as defined in the Uniform Commercial Code) and products thereof, accessions thereto and substitutions and additions therefor, regardless of the manner in which the entitlement to payment for such Receivables shall exist, whether as accounts, accounts receivable, notes receivable or other evidence of entitlement to the Receivables, and all of the Practice’s rights, title and interest (including its right to control the same), if any, in, to and under the Practice Lockbox Account and the sums on deposit therein (referred to collectively as the “Collateral”).

(b)Remedies. If an Event of Default shall have occurred and be continuing, the Company shall be entitled to exercise in respect of the Collateral all of its rights, powers and remedies provided for herein or otherwise available to it by Law, in equity or otherwise, including all rights and remedies of a secured party under the Uniform Commercial Code, and shall be entitled in particular, but without limitation of the foregoing, to exercise the following rights, which the Practice agrees to be commercially reasonable: to sell, resell, assign and deliver, in its sole discretion, all or any of the Collateral, at public or private sale, at the Company’s main office or elsewhere, for cash, upon credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Company may deem

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satisfactory.  If any of the Collateral is sold by the Company upon credit or for future delivery, the Company shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, the Company may resell such Collateral.  In no event shall the Practice be credited with any part of the proceeds of sale of any Collateral until and to the extent cash payment in respect thereof has actually been received by the Company.  Each purchaser at any such sale shall hold the property sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Practice, and the Practice hereby expressly waives all rights of redemption, stay or appraisal, and all rights to require the Company to marshal any assets in favor of the Practice or any other party or against or in payment of any or all of the Secured Obligations, that it has or may have under any rule of Law now existing or hereafter adopted. No demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law, as referred to below), all of which are hereby expressly waived by the Practice, shall be required in connection with any sale or other disposition of any part of the Collateral.  If any notice of a proposed sale or other disposition of any part of the Collateral shall be required under applicable Law, the Company shall give the Practice at least ten Business Days’ prior notice of the time and place of any public sale and of the time after which any private sale or other disposition is to be made. The Company shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given.  The Company may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each public sale and, to the extent permitted by applicable Law, upon each private sale, the Company may purchase all or any of the Collateral being sold, free from any equity, right of redemption or other claim or demand, and may make payment therefor by endorsement and application (without recourse) of the Secured Obligations in lieu of cash as a credit on account of the purchase price for such Collateral.

(c)Application of Proceeds. All proceeds collected by the Company upon any sale, other disposition of or realization upon any of the Collateral, together with all other moneys received by the Company hereunder, shall be applied as follows: (i) first, to the payment of all reasonable and necessary costs and expenses of such sale, disposition or other realization, including the reasonable costs and expenses of the Company and the reasonable fees and expenses of its agents and counsel and all amounts advanced by the Company for the account of the Practice; (ii) second, after payment in full of the amounts specified in clause (i) above, to the ratable payment of all other Secured Obligations owing to the Company; and (iii) third, after payment in full of the amounts specified in clauses (i) and (ii) above, and following the termination of this Agreement, to the Practice or any other Person lawfully entitled to receive such surplus. The Practice shall remain liable to the extent of any deficiency between the amount of all proceeds realized upon sale or other disposition of the Collateral pursuant to this Agreement and the aggregate amount of the sums referred to in clauses (i) and (ii) above. Upon any sale of any Collateral hereunder by the Company (whether by virtue of the power of sale herein granted, pursuant to judicial proceeding, or otherwise), the receipt of the Company or the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Company or such officer or be answerable in any way for the misapplication thereof.

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(d)Waivers.  The Practice, to the greatest extent not prohibited by applicable Law, hereby (i) agrees that it will not invoke, claim or assert the benefit of any rule of Law now or hereafter in effect (including, without limitation, any right to prior notice or judicial hearing in connection with the Company’s possession, custody or disposition of any Collateral or any appraisal, valuation, stay, extension, moratorium or redemption Law), or take or omit to take any other action, that would or could reasonably be expected to have the effect of delaying, impeding or preventing the exercise of any rights and remedies in respect of the Collateral, the absolute sale of any of the Collateral or the possession thereof by any purchaser at any sale thereof, and waives the benefit of all such Laws and further agrees that it will not hinder, delay or impede the execution of any power granted hereunder to the Company, but that it will permit the execution of every such power as though no such Laws were in effect, (ii) waives all rights that it has or may have under any rule of Law now existing or hereafter adopted to require the Company to marshal any Collateral or other assets in favor of the Practice or any other party or against or in payment of any or all of the Secured Obligations, and (iii) waives all rights that it has or may have under any rule of Law now existing or hereafter adopted to demand, presentment, protest, advertisement or notice of any kind (except notices expressly provided for herein); provided, however, at no time shall the Practice be required to undertake any action that endangers the health or safety of its Patients.

(e)The Company; Standard of Care. The Company will hold all items of the Collateral at any time received under this Agreement in accordance with the provisions hereof.  The obligations of the Company as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement.  The powers conferred on the Company hereunder are solely to protect its interest in the Collateral, and shall not impose any duty upon it to exercise such powers.  Except for treatment of the Collateral in its possession in a manner substantially equivalent to that which the Company accords its own property of a similar nature, and the accounting for moneys actually received by it hereunder, the Company shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral.  The Company shall not be liable to the Practice (i) for any loss or damage sustained by the Practice as a result of the Company’s lawful exercise of its remedies against the Collateral, or (ii) for any loss, damage, depreciation or other diminution in the value of any of the Collateral that may occur as a result of or in connection with or that is in any way related to any exercise by the Company of any right or remedy under this Agreement, any failure to demand, collect or realize upon any of the Collateral or any delay in doing so, or any other act or failure to act on the part of the Company, except to the extent that the same is caused by its own gross negligence or willful misconduct.

(f)Further Assurances; Attorney-in-Fact. The Practice agrees that it will join with the Company to execute and, at the Company’s expense, file and refile under the Uniform Commercial Code such financing statements, continuation statements and other documents and instruments in such offices as the Company may reasonably deem necessary or appropriate, and wherever required or permitted by Law, in order to perfect and preserve the Company’s security interest in the Collateral, and hereby authorizes the Company to file financing statements and amendments thereto relating to all or any part of the Collateral without the signature of the Practice where permitted by Law, and agrees to do such further acts and things (including, without limitation, making any notice filings with state tax or revenue authorities required to be

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made by account creditors in order to enforce any Receivables) and to execute and deliver to the Company such additional conveyances, assignments, agreements and instruments as the Company may reasonably require or deem advisable to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of this Agreement or to further assure and confirm unto the Company its rights, powers and remedies hereunder.

In addition to the powers set forth in Section 2.4(k), the Practice hereby irrevocably appoints the Company its lawful attorney-in-fact, with full authority in the place and stead of the Practice and in the name of the Practice, the Company or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), from time to time in the Company’s discretion after the occurrence and during the continuance of an Event of Default (except for the actions described in clause (i) below, which may be taken by the Company without regard to whether any such a default has occurred) to take any action and to execute any instruments that the Company may deem necessary or advisable to accomplish the purpose of carrying out the provisions of the Company’s security interest in the Receivables, including, without limitation: (i) to sign the name of the Practice on any financing statement, continuation statement, notice or other similar document that, in the Company’s opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to the Practice representing any interest or other amount payable in respect of any of the Collateral and to give full discharge for the same; (iv) to pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Company in its sole discretion, any such payments made by the Company to become Secured Obligations of the Practice to the Company, due and payable immediately and without demand; (v) to file any claims or take any action or institute any proceedings that the Company may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Company with respect to any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Company were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Company’s option and the Practices’ expense, all other acts and things deemed necessary by the Company to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement.

If the Practice fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Company (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Default), the Company may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the Practice.

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(g)Expenses of the Company.  All reasonable expenses (including, without limitation, attorneys’ fees and disbursements) incurred by the Company in connection with the failure by the Practice to perform or observe any provision of this Section 4.6, and the exercise or enforcement of any rights of the Company under this Section 4.6, or any other action taken by the Company hereunder shall be deemed an obligation of the Practice and constitute a Secured Obligation and the Company may apply the Collateral to the payment of or reimbursement of itself for such liability.

(h)Company Lender Loans.  Notwithstanding anything to the contrary contained in this Section 4.6, to the extent that any Company Lender Loan may be outstanding, then the Company’s security interest in the Collateral granted hereby may be subordinate to, and only to, any security interest of such Company Lender in such Collateral.

(i)Assignment.  To the extent permitted by applicable Law, the Company may assign all of its rights and interests under this Agreement as security for loans and other financing arrangements obtained by the Company from any other Person or entity, whether now existing or hereafter arising.  Any such assignee shall have all of the Company’s rights and remedies, but none of the Company’s obligations, under this Agreement.  The Practice shall cooperate with the Company and execute all necessary documents in connection with the assignment of the Collateral to the Company or, at the Company’s option, any assignee.

SECTION 4.7Deposit of Receivables.  Promptly upon the request of the Company, the Practice shall provide the Company with an accurate and complete list of all Third-Party Payors.  The Company shall have the right (but not the obligation) to deliver a letter, substantially in the form as attached hereto as Exhibit C, to all Third-Party Payors (the “Payor Instruction Letter”) or otherwise notify such Third-Party Payors of the contents thereof.  The Payor Instruction Letter shall direct payments on the Receivables to be deposited into a bank account at the Depository Bank designated by the Company, (the “Company Account”).   For Receivables for services rendered to patients who participate in the Medicare program, the Medicaid program, other government health care programs, and any other Third Party Payors that will not allow the Practice’s Receivables to be deposited into the Company Account, the Practice shall establish a bank account at the Depository Bank (the “Practice Lockbox Account”) and the Practice shall enter into an agreement with the Depository Bank that sets forth a standing order from the Practice to transfer or remit all cash proceeds, if any, on a daily basis from the Practice Lockbox Account to the Company Account (the “Lockbox Account Agreement”).  To the extent that the Practice receives any payments contrary to the terms of the Payor Instruction Letter or receives any payments directly (including, without limitation, any amounts received directly from Patients at the time medical services are rendered or otherwise), the Practice agrees to deposit all such payments received by the Practice into the Practice Lockbox Account. The Company is hereby granted full power and authority to pay and shall pay in a timely manner, out of the funds in the Company Account, the Retained Amount, the General Management Services Fee, all Operational Expenses (including, without limitation, all Billing and Collection Fees), and all other disbursements described in Section 4.6(a) and to reimburse itself, out of the funds in the Company Account, for all Operational Expenses advanced or paid by it.  The instructions set forth in the Payor Instruction Letter and the Lockbox Account Agreement shall be revocable by the Practice; provided, however, that if the Practice revokes such instructions or agreement during the Term, such revocation shall constitute an Event of

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Default on the part of the Practice and the Company shall be entitled to seek an order from a court of competent jurisdiction for specific performance to “sweep” the Practice Lockbox pursuant to this Agreement; provided, however, in the event the Company takes the foregoing actions, the Practice shall still be entitled to retain the amounts to which it is entitled under this Agreement.  Following termination or expiration of the Term, the Company shall immediately take all action and execute all instruments as the Practice may reasonably request in order to notify the Third-Party Payors of such termination. The Practice shall not: (a) close the Practice Lockbox Account or establish a replacement account or (b) amend, modify, supplement, extend, renew, restate, replace or terminate the Lockbox Account Agreement, in each case, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

SECTION 4.8Termination of Security Interest.  Notwithstanding anything to the contrary contained herein, in the event that this Agreement is terminated by the Practice pursuant to Section 5.3 (a) through (g), then the Practice shall have the right to revoke the instructions in any Payor Instruction Letter regarding the remittance of funds into the Company Account and revoke or modify any instructions to the Depository Bank regarding the transfer or remittance of funds to the Company Account; in each case to ensure that all Receivables are remitted directly to the Practice.  For the avoidance of doubt, in the event that the Practice takes any of the foregoing actions, the Practice shall still be obligated to pay to the Company the amounts to which the Company is entitled under this Agreement.

SECTION 4.9Offset for Damages.  Notwithstanding anything to the contrary contained herein, to the extent that any USCC Indemnitee incurs any Damages in connection with a Recoupment Claim, the Practice agrees that the amounts to be retained by, and disbursed to, the Practice under this Agreement (including, without limitation, the Retained Amount) shall be offset by the amount of such Damages and paid each month directly to such USCC Indemnitee, in lieu of being disbursed to the Practice, at 40% of all such sums due the Practice (the “Offset Amount”), until such Damages are paid in full; and the Practice hereby agrees that to the extent that any Damages in connection with a Recoupment Claim are outstanding during any month, the Practice shall have no right to retain, or any claim against the Company or otherwise for, any amounts otherwise due under this Agreement (including, without limitation, the Retained Amount), subject to the requirement that the Practice pay no more than 40% of all such sums due the Practice each month.  Notwithstanding the foregoing, if any Person that is a stockholder of the Practice is not a Seller or an Affiliate of a Seller then the Offset Amount payable to such USCC Indemnitee shall be equal to the Offset Amount multiplied by the percentage of the outstanding shares of capital stock of the Practice held directly or indirectly by the Sellers or their respective Affiliates (including, without limitation, the shares of Capital Stock of the Practice that the Sellers or their respective Affiliates have the right to acquire, control, vote or hold).

ARTICLE V
TERM AND TERMINATION

SECTION 5.1Term; Renewal Terms.  This Agreement shall commence on the Effective Date and shall expire on the tenth anniversary of the Effective Date, unless earlier terminated as provided for in Sections 5.2 and 5.3 hereof (“Term”).  The Term of this Agreement

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shall automatically renew for up to two successive five year terms, unless either Party gives written notice to the other not less than 60 days prior to the end of the then current Term that it does not desire to extend the Term.

SECTION 5.2Termination by the Company.  Upon written notice to the Practice, the Company may terminate this Agreement and have no further liability or obligation hereunder (except as expressly provided herein) upon the occurrence of any of the following events (each an “Event of Default”):

(a)The Practice is involuntarily suspended, excluded or terminated (or involuntarily withdraws) from participation in the Medicare or Medicaid programs or the Practice voluntarily withdraws from any such program as a result of a regulatory investigation, so long as such suspension, exclusion, termination or involuntary withdrawal is not the result of actions or omissions of the Company.

(b)The Practice is excluded from entering into healthcare provider agreements with any material portion of the managed care or healthcare insurance industry and such exclusion has a material adverse impact (financial or otherwise) on the operations at the Cancer Centers.

(c)A majority of the members of the Medical Advisory Board reasonably determines that the Practice or any Physician has materially breached professional standards in a way that compromises the health or safety of any Patient or employee engaged to work at the Cancer Centers and the Practice fails, after 60 days notice from the Medical Advisory Board, to take action which the Medical Advisory Board reasonably deems acceptable and is consistent with applicable community standards.

(d)If the Practice shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing.

(e)An involuntary case or other proceeding shall be commenced against the Practice seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of forty-five (45) days; or an order for relief shall be entered against the Practice under the federal bankruptcy Laws as now or hereafter in effect.

(f)The Practice ceases to perform its duties and responsibilities hereunder or breaches any material term or condition of this Agreement (including, without limitation, Section 3.4) and, in the reasonable opinion of the Company, such cessation or breach remains uncured

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for a period of 60 days after the Practice’s receipt of a written notice specifying such breach; except to the extent such cessation or breach reasonably requires longer than sixty (60) days to cure, and the Practice has commenced a cure within sixty (60) days, and thereafter continues to diligently proceed to complete said cure.

(g)The Practice revokes any instructions to a Third Party Payor related to the Payor Instruction Letter or revokes or modifies any instructions to the Depository Bank in connection with the Practice Lockbox Agreement as set forth in Section 4.7, except as specifically permitted by the provisions of Section 4.7.

(h)The Practice ceases to engage or employ at least one Physician to provide Radiation Oncology Services at each of the then existing Cancer Centers in accordance with Section 3.1 of this Agreement.

(i)Any representation and warranties made by the Practice in this Agreement prove to be untrue or incorrect in any material respect as of the date of this Agreement or any representations or warranties of a continuing nature made by the Practice cease to be true and correct at any future date in any material respect and, in each case, the Company has notified the Practice of the breach, and the breach has continued without cure for a period of 30 days after such notice.

SECTION 5.3Termination by the Practice.  Upon written notice to the Company, the Practice may terminate this Agreement and have no further liability or obligation hereunder (except as expressly provided herein) upon the occurrence of any of the following events:

(a)If the Company shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing.

(b)An involuntary case or other proceeding shall be commenced against the Company seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of forty-five (45) days; or an order for relief shall be entered against the Company under the federal bankruptcy Laws as now or hereafter in effect.

(c)The Company fails to make two (2) consecutive payments (or any two (2) payments in a twelve (12) month period) within ten (10) days of when such payments are due to the Practice hereunder and such failure continues for more than five (5) days after the Company’s receipt of a written notice specifying such breach.

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(d)           Except as provided in Section 5.3(c), the Company ceases to perform its duties and responsibilities hereunder or breaches any material term or condition of this Agreement (including, without limitation, Section 2.13 or the Company fails to provide the Practice with the space reasonably necessary to conduct its professional medical services as required under this Agreement) and, in the reasonable opinion of the Practice, such cessation or breach remains uncured for a period of 60 days after the Company’s receipt of a written notice specifying such breach; except to the extent such cessation or breach reasonably requires longer than sixty (60) days to cure, and the Company has commenced a cure within sixty (60) days, and thereafter continues to diligently proceed to complete said cure.

(e)           The Company is involuntarily suspended, excluded or terminated (or involuntarily withdraws) from participation in the Medicare or Medicaid programs or the Company voluntarily withdraws from any such program as a result of a regulatory investigation, so long as such suspension, exclusion, termination or withdrawal is not the result of actions or omissions of the Practice.

(f)            The Company is excluded from entering into healthcare provider agreements with a material portion of the managed care or healthcare insurance industry and such exclusion has a material adverse impact (financial or otherwise) on the operations at the Cancer Centers.

(g)           Any lender (including, without limitation, any Company Lender or lender under any Company Lender Loan) to which the Company has pledged all or any material portion of the Accounts Receivable or Practice Revenues (i) accelerates the indebtedness under its loan agreement with the Company after such lender has exhausted the cure period set forth in such loan agreement (if any) and such acceleration has a material adverse impact (financial or otherwise) on the operations at the Cancer Centers; or (ii) takes any action against the FF&E or the Accounts Receivable or Practice Revenues, other than collecting the Accounts Receivable and Practice Revenues in the ordinary course of business and applying the proceeds thereof to the payment of the indebtedness under the loan agreement, and such action has a material adverse impact (financial or otherwise) on the operations at the Cancer Centers.

(h)           Any representation and warranties made by the Company in this Agreement prove to be untrue or incorrect in any material respect as of the date of this Agreement or any representations or warranties of a continuing nature made by the Company cease to be true and correct at any future date in any material respect and, in each case, the Practice has notified the Company of the breach, and the breach has continued without cure for a period of 30 days after such notice.

(i)            The Company breaches any material term or condition of any Lease causing a material default to occur and such default is not cured by the Company within 30 days; except to the extent such breach reasonably requires longer than 30 days to cure, and the Company has commenced a cure within 30 days, and thereafter continues to diligently proceed to complete said cure.

(j)            The Company breaches any material term or condition of any Company Lender Loan that is secured by the FF&E or the Collateral, which breach causes a default that

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has a material adverse impact (financial or otherwise) on the operations at the Cancer Centers, provided that such default is not cured within 30 days, except in the event such breach reasonably requires longer than 30 days to cure, and the Company has commenced a cure within 30 days and thereafter continues to diligently proceed to complete said cure.

SECTION 5.4         [Intentionally omitted].

SECTION 5.5         Duties And Remedies Upon Expiration Or Termination.

(a)           Except as necessary to provide care to any Patient undergoing treatment at any Cancer Centers at the time of the expiration or earlier termination of this Agreement, upon the expiration or earlier termination of this Agreement, the Practice and the Company hereby agree to perform, in addition to their obligations provided for elsewhere in this Agreement and continuing after such expiration or termination of this Agreement, such steps as are otherwise customarily and reasonably required to wind up their relationship under this Agreement in as orderly a manner as possible.  Except as specifically set forth herein, upon the expiration or earlier termination of this Agreement, neither Party shall have any further obligation hereunder with the exception of obligations accruing prior to the date of such expiration or earlier termination and obligations, promises and covenants contained herein which extend beyond the terms hereof including, without limitation, any indemnities, restrictive covenants and access to books and records.  Upon the expiration or earlier termination of this Agreement, the financial arrangements set forth in Article IV shall be pro-rated between the Parties to reflect any partial fiscal year and the Practice and the Company shall be paid any amounts owed to them from and to the extent of available funds (if any) in the Company Account, the Practice Lockbox and from collections of Receivables. From and after any expiration or earlier termination, each Party shall provide the other with reasonable access to books and records then owned or controlled by it to permit such requesting Party to satisfy legal reporting and contractual obligations which may be required of it.

(b)           In addition to the foregoing, upon termination of this Agreement by the Company pursuant to Section 5.2, the Practice shall immediately (i) quit and surrender the Cancer Centers in as good condition as reasonable use and wear thereof will permit and (ii) remove from the Cancer Centers all personal property of the Practice and of any Physician and shall, at its own expense, repair any damage caused to the Cancer Centers by reason of such removal.  If the Practice shall fail to do so, the Company may, without notice and without prejudice to any other remedy available, enter and take possession of the Cancer Centers and remove such personal property without being liable to prosecution or any claim for damage suffered by the Practice or the Physicians.

(c)           Upon termination of this Agreement by the Practice pursuant to Section 5.3(a) through (g), the Company shall immediately (i) quit and surrender the Cancer Centers in as good condition as reasonable use and wear thereof will permit and (ii) remove from the Cancer Centers all personal property of the Company and shall, at its own expense, repair any damage caused to the Cancer Centers by reason of such removal.  If the Company shall fail to do so, the Practice may, without notice and without prejudice to any other remedy available, enter and take possession of the Cancer Centers and remove such personal property without being liable to prosecution or any claim for damage suffered by the Company. If the Company remains

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in possession or control of any Cancer Centers beyond the expiration or termination of this Agreement in violation of this Section 5.5(c), without the written consent of the Practice, such possession or control shall not be deemed to create any rights whatsoever in the Company.

(d)           If a Party remains in possession or control of any Cancer Center beyond the expiration or termination of this Agreement, without the written consent of the remaining Party, such possession or control shall not be deemed to create any rights whatsoever in the Cancer Center.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE PRACTICE

SECTION 6.1         Representations and Warranties of the Practice.  The Practice hereby represents and warrants to the Company as follows:

(a)           Organization and Qualification.  The Practice is a corporation duly organized, validly existing and in good standing under the Laws of the State of California, and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently being conducted and as proposed to be conducted.

(b)           Authority.  The Practice has the requisite corporate power and authority to execute and deliver this Agreement and all other instruments or agreements to be executed in connection herewith, and to consummate the transactions contemplated hereby.  The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of the Practice, and no other proceedings on the part of the Practice are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.  This Agreement has been duly executed and delivered by the Practice and, assuming this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of the Practice enforceable against it in accordance with its terms.

(c)           Consents and Approvals; No Violations.  Neither the execution, delivery or performance of this Agreement by the Practice, nor the consummation by the Practice of the transactions contemplated hereby nor compliance by the Practice with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the organizational documents of the Practice, (ii) require any filing with, or consent of a Governmental Authority, agency or court or other Person or entity by the Practice, (iii) (with or without the giving or receipt of notice or passage of time or both) result in a violation or breach of, or constitute a default or give rise to any right of termination, amendment, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Practice is a party (or becomes a party) or by which any of its properties or assets may be bound or subject, other than such violations, breaches, defaults, terminations, amendments, cancellations, or accelerations that would not reasonably be expected to have a Material Adverse Effect, or (iv) violate any writ, injunction or decree applicable to the Practice or any of its properties or assets.

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(d)           Compliance With Laws; Licenses.

(i)            To the knowledge of the Practice (without independent investigation or inquiry) and except for those matters that would not individually or in the aggregate constitute a Material Adverse Effect, the conduct of the operations of the Practice (including the conduct of any Physician or any other Practice employee) has not violated, and as presently conducted does not violate, in any material respect any Laws, including, but not limited to, the Clinical Laboratories Improvements Act of 1988, or any other promulgations of any court or Governmental Authority or agency, including, but not limited to, the Occupational Safety and Health Administration, the CMS or any medical industry standards, nor has the Practice received any notice of any such violation which remains outstanding.

(ii)           To the knowledge of the Practice (without independent investigation or inquiry), the Practice has all licenses, certificates, permits, approvals, franchises, notices and authorizations (“Permits”) which are reasonably necessary for the conduct of its operations as currently conducted and as proposed to be conducted (including, without limitation, accreditations and certifications as a provider of healthcare services eligible to receive payment and compensation and to participate under Medicare and Medicaid), except for Permits that the failure to hold would not have a Material Adverse Effect.  To the Practice’s knowledge (without independent investigation or inquiry), all of such Permits are in full force and effect, the Practice has not engaged in any activity which would cause or permit revocation, modification, cancellation or suspension of any such Permit, and no action or proceeding looking to or contemplating the revocation, modification, cancellation or suspension of any such Permit is pending or threatened.  The Practice has no knowledge of any default or claimed or purported or alleged default or state of facts which, with or without the giving or receipt of notice or the passage of time or both, would constitute a default by the Practice under, or give rise to a right of revocation, modification, cancellation or suspension of, any such Permit.

(iii)          The Practice qualifies as (and will continue to qualify during the Term as) a “group practice” as defined in the federal physician self referral law at 42 USC § 1395nn, the applicable regulations and any similar state laws.

(e)           Litigation; Investigations.  Except as set forth on Schedule 6.1(e), and except for those matters that would not individually or in the aggregate constitute a Material Adverse Effect, (i) there are no suits, claims, proceedings, investigations or reviews which are pending or, to the knowledge of the Practice, threatened against or affecting the Practice, any Physician, any director or officer (in their capacity as such) of the Practice or any properties or assets used by the Practice in conducting its businesses; (ii) to the knowledge of the Practice (without independent investigation or inquiry), no investigation or review by any Governmental Authority, agency or court or other regulatory body with respect to either the Practice or any Physician or other practice employee is pending, nor has any Governmental Authority, agency or court or other regulatory body (including trade associations) indicated to the Practice an intention to conduct the same; and (iii) to the knowledge of the Practice (without independent investigation or inquiry), there is no action, suit or proceeding pending or threatened against or affecting the Practice or any Physician or other Practice employee, at Law or in equity, or before any Governmental Authority or other regulatory body.

(f)            Professional Liability.  To the knowledge of the Practice (without independent investigation or inquiry), no Physician or other employee of the Practice has (i) ever

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had his or her license to practice medicine or other profession in any state or his or her Drug Enforcement Agency Number suspended, relinquished, terminated, restricted or revoked; (ii) ever been reprimanded, sanctioned or disciplined by any licensing board, or any federal, state or local society or agency, Governmental Authority or specialty board; (iii) within the past three years had entered against him or her final judgment in, or settled without judgment, a malpractice or similar action for an aggregate award or amount to the plaintiff in excess of $25,000; or (iv) within the past three years had his or her medical staff privileges at any hospital or medical facility suspended, involuntarily terminated, restricted or revoked.

(g)           Ownership of Collateral.  The Practice owns, or has valid rights with respect to, all Collateral purported to be pledged by it hereunder, free and clear of any Liens except for the Liens granted to the Company pursuant to this Agreement.  No security agreement, financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any government or public office, and the Practice has not filed or consented to the fling of any such statement or notice, except Uniform Commercial Code financing statements naming the Company as secured party.

(h)           Security Interests; Filings.  This Agreement, together with the filing of duly completed and executed Uniform Commercial Code financing statements naming the Practice as debtor, the Company as secured party, and describing the Collateral, in the State of California, which have been duly executed and delivered by the Practice and delivered to the Company for filing, creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral in favor of the Company to the extent a security interest therein can be perfected by such filings or possession, as applicable, superior and prior to the rights of all other Persons therein, and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from Article 9 of the Uniform Commercial Code or from the filing requirements under such Article 9 by reason of Section 9-104 or 9-302 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code.

(i)            Receivables.  Each Receivable is, or at the time it arises will be, a bona fide, valid and legally enforceable indebtedness of the account debtor according to its terms, arising out of or in connection with the sale, lease or performance of goods or services by the Practice.

SECTION 6.2         Representations and Warranties of the Company.  The Company hereby represents and warrants to the Practice as follows:

(a)           Organization and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently being conducted and as proposed to be conducted.

(b)           Authority.  The Company has the requisite corporate power and authority to execute and deliver this Agreement and all other instruments or agreements to be executed in connection herewith, and to consummate the transactions contemplated hereby.  The execution,

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delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company, and no other proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.  This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding obligation of the Practice, constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms.

(c)           Consents and Approvals; No Violations.  Neither the execution, delivery or performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in any breach of any provision of the charter or bylaws of the Company, (ii) require any filing with, or consent of, a Governmental Authority, agency or court or other Person or entity by the Company, (iii) (with or without the giving or receipt of notice or passage of time or both) result in a violation or breach of, or constitute a default or give rise to any right of termination, amendment, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company is a party (or becomes a party) or by which any of its properties or assets may be bound or subject, other than such violations, breaches, defaults, terminations, amendments, cancellations, or accelerations that would not reasonably be expected to have a Material Adverse Effect, or (iv) violate any writ, injunction or decree applicable to the Company or any of its properties or assets.

(d)           Compliance With Laws; Licenses.

(i)            To the knowledge of the Company (without independent investigation or inquiry) and except for those matters that would not individually or in the aggregate constitute a Material Adverse Effect, the conduct of the operations of the Company has not violated, and as presently conducted does not violate in any material respect any Laws, including, but not limited to, any promulgation, interpretative advice or guidance of any court or Governmental Authority or agency, including, but not limited to, the Occupational Safety and Health Administration, the CMS or any medical industry standards, nor has the Company received any notice of any such violation that remains outstanding.

(ii)           To the knowledge of the Company (without independent investigation or inquiry), the Company has all licenses, certificates, permits, approvals, franchises, notices and authorizations (“Company Permits”) required for the conduct of its operations as currently conducted, except for such Company Permits which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.  To the Company’s knowledge (without independent investigation or inquiry), all Company Permits are in full force and effect, the Company has not engaged in any activity that would cause or permit revocation, modification, cancellation or suspension of any such Company Permit, and no action or proceeding looking to or contemplating the revocation, modification, cancellation or suspension of any such Company Permit is pending or threatened.  The Company has no knowledge of any default or claimed or purported or alleged default or state of facts that, with or without the giving or receipt of notice or the passage of time or both, would constitute a default by the Company

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under, or give rise to a right of revocation, modification, cancellation or suspension of, any Company Permit.

(e)           Litigation; Investigations.  Except as provided in Schedule 6.2(e), and except for those matters that would not individually or in the aggregate constitute a Material Adverse Effect, there are no suits, claims, proceedings, investigations or reviews pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its directors or officers (in their capacity as such) of the Company or any properties or assets used by the Company in conducting its businesses.  To the knowledge of the Company (without independent investigation or inquiry), no investigation or review by any Governmental Authority, agency or court or other regulatory body (including trade associations) with respect to the Company or any of its employees is pending or threatened or probable of initiation, nor has any Governmental Authority, agency or court or other regulatory body (including trade associations) indicated to the Company an intention to conduct the same, and, to the knowledge of the Company (without independent investigation or inquiry), there is no action, suit or proceeding pending or threatened against or affecting the Company or any of its employees, at Law or in equity, or before any Governmental Authority or other regulatory body.

ARTICLE VII

OTHER OBLIGATIONS OF THE PARTIES

SECTION 7.1         Covenants of the Practice.  The Practice covenants and agrees that for so long as this Agreement is in effect:

(a)           Certificates.  The Practice will provide, and will use its reasonable best efforts to cause each Physician to provide, notice to the Company if any representation or warranty contained herein becomes untrue in any material respect, from and after the Effective Date because of subsequent events and to provide from time-to-time, at the reasonable request of the Company, a certificate stating that the representations and warranties contained herein are true, or, if they are not true, specifying in reasonable detail the extent to which they are not true.

(b)           Existence.  The Practice will preserve and keep in full force and effect its corporate existence.

(c)           Change of Name, Locations, etc. The Practice shall not (i) change its name, identity or corporate structure, (ii) change its chief executive office from 316 South Stratford Ave., Suite C, Santa Maria, CA 93454 or (iii) change the jurisdiction of its organization from California (whether by merger or otherwise), unless, in each case, the Practice has given 20 days prior written notice to the Company of its intention to do so.

(d)           Collateral.  The Practice will not grant any other Lien on or in, or otherwise encumber, any of the Collateral; provided, however, the Company acknowledges and agrees that the Practice shall have the right to pledge and encumber all sums retained or due the Practice hereunder to obtain operational lines of credit, but any and all Liens shall be subordinate to Liens on the Collateral placed by the Company Lenders pursuant to the Senior Debt Documents.

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(e)           Records; Inspection.  Upon the reasonable request of the Company, the Practice will add a conspicuous written notation or legend, in form and manner reasonably satisfactory to the Company, onto such books, records and materials evidencing or relating to the Collateral with an appropriate reference to the fact that an interest in the Collateral has been assigned to the Company and that the Company has a security interest therein. The Company shall have the right to make test verifications of the Receivables in any reasonable manner and through any reasonable medium, and the Practice agrees to furnish all such reasonable assistance and information as the Company may reasonably require in connection therewith.

(f)            Compliance with Law.  The Practice will comply, in all material respects, with all Laws which it reasonably believes are applicable with respect to the conduct of its businesses and its operations.

(g)           Standard of Care.  The Practice will consistently provide Radiation Oncology Services in a manner that meets or exceeds the prevailing community standard.

(h)           Physicians.  Each Physician will: (i) be duly licensed and otherwise authorized to render Radiation Oncology Services, (ii) be duly licensed to practice medicine in the State of California and shall maintain such licenses in good standing, (iii) have, and will maintain in good standing, unrestricted federal and state registrations authorizing them to prescribe controlled substances in the State of California, as appropriate, and (iv) be board certified or board eligible in radiation oncology, and shall maintain such certifications in good standing.

(i)            Medicare/Medicaid Enrollment.  The Practice shall maintain qualification and enrollment as a provider for outpatient radiation services in the Medicare and Medicaid programs.

SECTION 7.2         Taxes.

(a)           The Company shall pay (i) all taxes (if any) assessed and levied against the Company or the Company’s property and assets located within or associated with the Cancer Centers, and (ii) all lawful claims that, if unpaid, might become a Lien, including a Lien upon any of its properties or assets located within or associated with the Cancer Centers; provided, however, that the Company shall not be required to pay any such unsecured (or secured, only if secured by operation of Law) tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings and as to which the Company has maintained adequate reserves with respect thereto in accordance with GAAP.  The Company shall be solely responsible for the payment of all such taxes and claims (referred to as “Company Taxes”) that may be imposed on the Company with respect to this Agreement.

(b)           The Practice shall pay (i) all taxes (if any) assessed and levied against the Practice’s property and assets and (ii) all lawful claims that, if unpaid, might become a Lien upon any of its properties or assets located within or associated with the Cancer Centers (including, without limitation, the Receivables); provided, however, that the Practice shall not be required to pay any such unsecured (or secured, only if secured by operation of Law) tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings and as to

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which the Practice has maintained adequate reserves with respect thereto in accordance with GAAP.  The Practice shall be solely responsible for the payment of all such taxes and claims (referred to as “Practice Taxes”) that may be imposed on the Practice with respect to this Agreement.

SECTION 7.3         Covenants of the Company.  The Company covenants and agrees for so long as this Agreement is in effect:

(a)           Certificates.  The Company shall provide notice to the Practice if any representation or warranty contained herein becomes untrue as of a date after the date hereof because of subsequent events and to provide from time to time, at the reasonable request of the Practice, a certificate stating that the representations and warranties contained herein are true or, if they are not true, specifying in reasonable detail the extent to which they are not true.

(b)           Corporate Existence.  The Company shall preserve and keep in full force and effect its corporate existence.

(c)           Compliance with Law.  The Company shall comply, in all material respects, with all Laws that it reasonably believes are applicable to the conduct of its businesses and its operations.

(d)           Standard of Care.  The Company shall consistently provide the Management Services in a manner that meets or exceeds the prevailing business standard.

(e)           Other Notice.  In addition to the other notice obligations of the Company provided for elsewhere in this Agreement, the Company shall provide notice to the Practice, within five Business Days of receipt of knowledge thereof by the Company, of any notice from a Third-Party Payor that alleges a default under or intention to terminate or not perform its obligations under, or of any other material occurrence under, a managed care agreement.

ARTICLE VIII

INSURANCE AND INDEMNIFICATION

SECTION 8.1         Insurance Maintained by the Practice.  During the Term, the Practice shall provide, or shall arrange for the provision of, and maintain comprehensive professional liability insurance on the Practice and each Physician in such reasonable amounts (and with such insurance companies) as are agreed upon by the Parties, however, not less than a minimum coverage of $ 1.0 million per occurrence and $ 3.0 million in the aggregate annually.  Each such insurance policy shall name the Company as an additional insured and by its terms provide that it shall not be amended or modified without the prior written consent of the Company and shall not be canceled or terminated unless 30 days’ prior notice thereof is given by the insurer to the Company.  All payments in respect of the insurance described in this Section 8.1 shall be deemed Operational Expenses.

SECTION 8.2         Insurance Maintained by the Company.  During the Term, the Company shall provide, or shall arrange for the provision of, and maintain: (a) comprehensive professional liability insurance for all Clinical Employees providing services to the Practice pursuant to this Agreement in such reasonable amounts (and with such insurance companies) as

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are agreed upon by the Parties, however, not less than a minimum coverage of $ 1.0 million per occurrence and $ 3.0 million in the aggregate annually. and (b) comprehensive general liability and property insurance covering the Cancer Centers premises and operations in the minimum amount of $1.0 million per occurrence and $3.0 million in the aggregate annually. Each such insurance policy shall name the Practice as an additional insured and by its terms provide that it shall not be amended or modified without the prior written consent of the Practice and shall not be canceled or terminated unless 30 days’ prior notice thereof is given by the insurer to the Practice.  All payments in respect of the insurance described in this Section 8.2 shall be deemed Operational Expenses.

SECTION 8.3         Requirements as to Insurance.  At all times during this Agreement, each Party shall require its insurance carrier(s) to provide the other Party with a current certificate of insurance evidencing the coverage required by Sections 8.1 and 8.2. The obligations of each Party to be insured for acts and occurrences during the Term shall be binding on the Parties and shall survive the termination or expiration of this Agreement.  In the event any such insurance is written on a “claims-made” rather than an “occurrence” basis, any necessary reporting endorsements (“tail insurance”) shall be procured by the responsible Party.

SECTION 8.4         Indemnification.  Except to the extent that this Section 8.4 may have the effect of reducing or eliminating any insurance coverage that would otherwise be available to pay damages suffered by any Party, each of the Parties shall have the following rights to indemnification.

(a)           Indemnification by the Practice.  The Practice shall indemnify and hold the Company, its Affiliates and their respective permitted successors and assigns and any of their respective officers, directors, employees, representatives and agents (collectively, the “Company Indemnitees”) harmless from and against any and all losses, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, deficiencies, taxes and reasonable expenses and costs, including reasonable attorneys’, accountants’ and auditors’ fees (and any reasonable experts’ fees) and court costs (each referred to individually as a “Loss”), incurred by the Company Indemnitees, arising out of or in any way related to: (i) any material breach or default by the Practice of any term, condition, representation or covenant contained in this Agreement; (ii) any sexual harassment, discrimination, wrongful termination or other similar claim against the Company as a result of actions taken by the Practice or any Physician; (iii) any professional malpractice claim arising out of acts committed or omitted by the Practice or the Physicians; (iv) any claim, arising from any act prohibited under Medicare or Medicaid alleging that the Practice or any Physician: (1) made a false statement or representation of a material fact in any application for any benefit or payment; (2) made a false statement or representation of a material fact for use in determining rights to any benefit or payment; or (3) failed to disclose knowledge of the occurrence of an event affecting the initial or continued right to any benefit or payment on its behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (v) any Practice Taxes; (vi) any act prohibited under any healthcare Law that was committed or omitted by the Practice; or (vii) any defects or dangerous conditions at the Cancer Centers or in any FF&E caused by or which are the responsibility of the Practice, the Physicians or any of the Practice’s authorized agents.  Notwithstanding the foregoing, in each case above, to the extent such Loss arises out of or relates to the negligent, reckless or wrongful acts or omissions of the Company Indemnitees, the Loss shall be shared by the Parties in proportion to

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their relative contributions to its occurrence as determined by arbitration pursuant to Article X. No Company Indemnitee shall be entitled to indemnification under this Sections 8.4(a), unless and until the aggregate amount of all Losses incurred by the Company Indemnitees exceeds $50,000, whereupon, the Company Indemnitees shall be entitled to be indemnified for all Losses on a dollar-for-dollar basis from the first dollar of Losses

(b)Indemnification by the Company.  The Company shall indemnify and hold the Practice, its Affiliates and their respective permitted successors and assigns and any of their officers, directors, employees, independent contractors, representatives and agents, and the Physicians (collectively, the “Practice Indemnitees”) harmless from and against any Loss incurred by the Practice Indemnitees arising out of or in any way related to: (i) any material breach or default by the Company of any term condition, representation or covenant contained in this Agreement (including, without limitation, the failure to provide the Practice with the space reasonably necessary to conduct its professional medical services as required under this Agreement); (ii) any sexual harassment, discrimination, wrongful termination or other similar claim against the Practice or any Physician as a result of actions taken by the Company or any of the Company’s authorized agents; (iii) any claim, arising from any act prohibited under Medicare or Medicaid alleging that the Company: (1) made a false statement or representation of a material fact in any application for any benefit or payment; (2) made a false statement or representation of a material fact for use in determining rights to any benefit or payment; or (3) failed to disclose knowledge of the occurrence of an event affecting the initial or continued right to any benefit or payment on its behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) any Company Taxes; (v) any defects or dangerous conditions at the Cancer Centers or in any FF&E caused by or which are the responsibility of the Company; or (vi) any act prohibited under any healthcare Law that was committed or omitted by the Company; (vii) any claim with respect to the Leases as a result of a material breach of the Leases by USCC or its Affiliates and having a Material Adverse Effect on the Practice.  Notwithstanding the foregoing, in each case above, to the extent such Loss arises out of or relate to the negligent, reckless or wrongful acts or omissions of the Practice, the Physicians or any of the Practice’s agents, the Loss shall be shared by the Parties in proportion to their relative contributions to its occurrence as determined by arbitration pursuant to Article X. No Practice Indemnitee shall be entitled to indemnification under this Sections 8.4(b), unless and until the aggregate amount of all Losses incurred by the Practice Indemnitees exceeds $50,000, whereupon, the Practice Indemnitees shall be entitled to be indemnified for all Losses on a dollar-for-dollar basis from the first dollar of Losses.

(c)Survival.  The obligations of this Section 8.4 shall survive for a period of 15 months following the expiration or earlier termination of this Agreement, except for the obligations set forth in Section 8.04 (a) (ii), (iii), (iv) or (v) or Section 8.04 (b) (ii), (iii) or (iv) shall survive indefinitely (or if indefinite survival is not permitted by Law, then for the maximum period permitted by applicable Law).

SECTION 8.5Indemnification Procedure.  Whenever any claim shall arise for indemnification hereunder, the Party entitled to indemnification (the “Indemnified Party”) shall provide written notice to the other Party (the “Indemnifying Party”) within 10 days after becoming aware of any such claim to indemnification, and shall state the facts constituting the basis for such claim.  In connection with any claim for indemnification hereunder resulting from

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or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party, unless such assumption of defense by the Indemnifying Party is not reasonable under the circumstances. The Indemnified Party shall be entitled to participate in the defense of any such action, with its own counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate but after consultation with the Indemnifying Party; and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Loss resulting therefrom.

ARTICLE IX
CONFIDENTIAL INFORMATION; ACCESS TO RECORDS

SECTION 9.1Confidential Information and Trade Secrets.  All Confidential Information and Trade Secrets belong to and shall remain the property of the Company and the Practice, as the case may be. Each Party recognizes and acknowledges that the Confidential Information and Trade Secrets of the other Party are proprietary to such Party and are valuable, special and unique assets of such Party’s business. Each Party therefore covenants and agrees that it will not (and it will ensure that each of its employees will not), during or after the Term, disclose any of the other Party’s Confidential Information or Trade Secrets to any Person or entity for any reason or purpose whatsoever, without the written consent of the other Party, except (a) as necessary in the proper performance of its obligations hereunder, (b) for any such Confidential Information or Trade Secrets that becomes public through no fault of the disclosing Party, or (c) as may be required by Law.  Each Party hereby acknowledges that if it or any of its employees or agents engage in activities within the limitations of this Section 9.1, money damages shall be an inadequate remedy, and shall be entitled to obtain, in addition to any other remedy provided by Law or equity, an injunction against the violation of such Party’s obligation hereunder.

SECTION 9.2Books and Records.  Each Party shall maintain and make available to the other Party accurate books, records, and accounts relating to the services provided by such Party pursuant to this Agreement. Such books and records shall be available at their place of keeping for inspection by the other Party or its representative for the purpose of determining whether the correct amounts have been retained and/or paid in accordance with the terms of this Agreement and for any other valid purpose.  Each Party shall have the right to conduct an audit (at such Party’s expense) upon fifteen (15) days advance written notice, but not more frequently than twice each calendar year.

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ARTICLE X
ARBITRATION

SECTION 10.1Arbitration.

(a)In the event of any controversy or claim, whether based on contract, tort, statute, or other legal or equitable theory (including but not limited to any claim of fraud, misrepresentation, or fraudulent inducement) arising out of or related to this Agreement (“dispute”) arises and cannot be resolved by negotiation, the Parties agree to submit the dispute to mediation by a mediator mutually selected by the Parties.  If the Parties are unable to agree upon a mediator, then the mediator shall be appointed by the American Arbitration Association.  In any event, the mediation shall take place within thirty (30) days of the date that a Party gives the other Party written notice of its desire to mediate the dispute.

(b)If not thus resolved by mediation, the dispute shall be resolved by arbitration pursuant to this Section 10.1 and the then-current rules and supervision of the American Arbitration Association, and shall be subject to binding arbitration in accordance with applicable sections of the California Code of Civil Procedure.

(c)The duties to mediate and arbitrate shall extend to any director, officer, employee, shareholder, principal, agent trustee in bankruptcy or otherwise, Affiliate, subsidiary, third-party beneficiary, or guarantor of a Party making or defending any claim which would otherwise be subject to this Section 10.1.

(d)The arbitration shall be held in Santa Barbara County, California, before a single arbitrator.  The arbitrator’s decision and award shall be final and binding and may be entered in any court having jurisdiction thereof.

(e)In order to prevent irreparable harm, the arbitrator may grant temporary or permanent injunctive or other equitable relief for the protection of property rights.

(f)Issues or arbitrability shall be determined in accordance with substantive and procedural Laws relating to arbitration, and all other aspects of the Agreement shall be interpreted in accordance with and the arbitrator shall apply and be found to follow the substantive Laws of the State of California.  The prevailing party in such action, in addition to any other award made by the arbitrator, shall be entitled to an award of reasonable attorneys’ fees and costs incurred in prosecuting such action and the enforcement of any judgment entered in such action, all in the amount to be determined by the arbitrator in accordance with the rules of the American Arbitration Association.

(g)If court proceedings to stay litigation or compel arbitration are necessary, the Party who unsuccessfully opposes such proceedings shall pay all associated costs, expenses, and attorney’s fees which are reasonably incurred by the other Party.

(h)The arbitrator may order the Parties to exchange copies of nonrebuttal exhibits and copies of witness lists in advance of the arbitration hearing.  However, the arbitrator shall have no other power to order discovery or depositions unless and then only to the extent that all Parties otherwise agree in writing.

(i)Neither a Party, a witness, nor the arbitrator may disclose the facts of the underlying dispute or the contents or results of any negotiation, mediation, or arbitration hereunder without prior written consent of all Parties, unless and then only to the extent required

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to enforce or challenge the negotiated agreement or the arbitration award, as required by Law, or as necessary for financial and tax reports and audits.

(j)Notwithstanding anything to the contrary in this Section 10.1, in the event of alleged violation of a Party’s property or equitable rights (including but not limited to unauthorized disclosure of confidential information), that Party may seek temporary injunctive relief from any court of competent jurisdiction pending appointment of an arbitrator.  The Party requesting such relief shall simultaneously file a demand for mediation and arbitration of the dispute, and shall request the American Arbitration Association to proceed under its rules of expedited procedures.  In no event shall any such court-ordered temporary injunctive relief continue for more than thirty (30) days.

(k)If any part of this Section 10.1 is held to be unenforceable, it shall be severed and shall not affect either the duties to mediate and arbitrate hereunder or any other part of this Section 10.1.

ARTICLE XI
GENERAL PROVISIONS

SECTION 11.1Changes in the Law.  This Agreement shall be subject to all applicable Laws and all changes and amendments thereto.  Any provision of Law that invalidates, or is otherwise inconsistent with, the terms of this Agreement, or which would cause one of the Parties to be in violation of Law, shall automatically supersede the terms of this Agreement; provided, however, the Parties shall exercise their best efforts to negotiate an appropriate modification to the terms and conditions of this Agreement to accommodate such provisions of Law and to effectuate the existing terms and intent of this Agreement to the greatest possible extent consistent with the requirements of such Law. In the event that there shall be a change in the Medicare or Medicaid (or the general instructions relating thereto), or in other Laws (or the application thereof), or the adoption of new legislation, or a change in any Third-Party Payor reimbursement system applicable to the provision of Radiation Oncology Services, any of which materially and adversely affects the compensation that the Company may receive for the services furnished to the Practice or if there is any other material change in the facts, circumstances or assumptions of the Parties that substantially alters the allocation of risks and rewards intended to be accomplished herein, the Party so affected may by notice propose to the other Party a new basis for compensation hereunder or other modification of this Agreement and the Parties shall negotiate in good faith an equitable amendment to this Agreement.  If such notice is given and if the Parties are unable within 60 days to agree upon such amendment, the Parties shall submit such matter to binding arbitration in accordance with Article X.

SECTION 11.2Independent Contractors.  The relationship between the Company and the Practice is that of independent contractors, and none of the provisions of this Agreement is intended to create, nor shall be construed to create a partnership, joint venture or employment relationship between the Parties.  Neither Party, nor any of its respective officers, members, employees or independent contractors, shall, except as otherwise expressly provided in this Agreement, be deemed to be the employee or representative of the other Party by virtue of this Agreement.

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SECTION 11.3Force Majeure.  Neither Party shall be liable to the other for failure to perform any of the services, duties or obligations required of such Party herein in the event of strikes, lockouts, calamities, acts of God, unavailability of supplies or other events over which such Party has no control for so long as such event continues and for a reasonable period of time thereafter; provided, however, that each Party agrees to use reasonably diligent efforts to perform such services, duties and obligations required of such Party herein notwithstanding such events and shall be liable to the other for the failure to use such reasonable diligent efforts.

SECTION 11.4Notices and Addresses.  Any notice, demand, request, waiver, or other communication under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served or sent by facsimile; on the Business Day after notice is delivered to a courier or mailed by express mail, if sent by courier delivery service or express mail for next day delivery; and on the third day after mailing, if mailed to the Party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid and addressed as follows:

To Company:OnCURE Medical Corp.
610 Newport Center Drive, Suite 350
Newport Beach, CA 92660
Attn:  Jeffrey A. Goffman, President
Fax:(949) 721-6541

With a copy to:Dechert, LLP
30 Rockefeller Plaza
New York, NY  10112
Attn:  Scott M. Zimmerman, Esq.

Fax:(212) 891-9598

To Practice:Coastal Radiation Oncology Medical Group, Inc.

316 South Stratford Ave., Suite C

Santa Maria, CA 93454

Attn:  Jonathan Stella, MD. President

Fax: (805) 541-1653

With a copy to:Andre, Morris & Buttery
1102 Laurel Lane

San Luis Obispo, CA 93401
Attn:  J. Todd Mirolla, Esq.
Fax: (805) 543-0752

SECTION 11.5Entire Agreement.  This Agreement, including the exhibits and schedules hereto, sets forth the entire understanding and agreement and supersedes any and all other understandings, negotiations or agreements between the Parties.

SECTION 11.6Physician Rights.  The Parties acknowledge and agree that the Physicians are third-party beneficiaries of this Agreement and have standing to enforce their rights hereunder. In addition, the Practice shall require that each Physician acknowledges and

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agrees to be bound by all representations, warranties and covenants expressly applicable to him in this Agreement.

SECTION 11.7Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of California.

SECTION 11.8Captions.  The captions or headings in this Agreement are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Agreement.

SECTION 11.9Severability.  The provisions of this Agreement shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be effective and binding upon the parties.

SECTION 11.10Waiver.  Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition.  No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.  All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.

SECTION 11.11Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.  Delivery of a copy of this Agreement bearing an original signature by facsimile transmission or by electronic mail in “portable document format” shall have the same effect as physical delivery of the paper document bearing the original signature.

SECTION 11.12Medical Advisory Board.  Each Physician providing Radiation Oncology Services at the Cancer Centers shall have the right to be a member of the Medical Advisory Board.  The Medical Advisory Board shall not have any members other than physicians who are owners or employees of a medical practice providing radiation oncology services at a center owned or managed by the Company or an Affiliate of the Company.

SECTION 11.13Amendment and Modification.  This Agreement may be amended or modified only by written agreement executed by all of the Parties hereto.

SECTION 11.14Assignment and Delegation.

(a)The Company shall have the right to assign its rights hereunder to (i) any Affiliate of the Company, provided the net worth of the proposed assignee equals or exceeds the greater of the Company’s net worth at the Effective Date or Company’s net worth immediately prior to the proposed assignment, or (ii) to any Company Lender for security purposes as collateral pursuant to the Senior Debt Documents.  Upon an assignment pursuant to clause (i) of the preceding sentence, the Company shall deliver written notice of the proposed assignment to the Practice at least sixty (60) days in advance of the effective date.  Such notice shall include the

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name and legal composition of the proposed assignee and (1) a current financial statement of the proposed assignee, (2) financial statements of the proposed assignee covering the preceding three years, if they exist, and, (3) if available, an audited financial statement of the proposed assignee for a period ending not more than one (1) year prior to the proposed effective date of the transfer.

(b)Except as set forth in Section 11.14(a), neither the Company nor the Practice shall have the right to assign their respective rights and obligations hereunder without the written consent of the other party.  Neither the Company nor the Practice may delegate any of its duties hereunder, except as expressly contemplated herein; provided, however, that the Company may delegate some or all of its duties and obligations hereunder to an Affiliate of Company and the Practice may delegate (to the extent permitted by Law) some or all of its duties and obligations hereunder to an Affiliate of the Practice, provided, in each case, that any assignor shall remain responsible for its obligations hereunder and the assigning party obtains the prior written consent of the remaining Party (which consent shall not be unreasonably withheld, delayed or conditioned).

SECTION 11.15Open Records.  Upon the written request of the Secretary of Health and Human Services or the Comptroller General or any of their duly authorized representatives, the Company shall make available to the Secretary of Health and Human Services the contract, books, documents and records that are necessary to verify the nature and extent of the cost of providing the Management Services.  No applicable attorney-client, accountant-client or other legal privilege shall be deemed waived by virtue of this Agreement.

SECTION 11.16Binding Effect.  Subject to Section 11.14, this Agreement shall be binding on and shall inure to the benefit of the Parties, and their successors and permitted assigns.

SECTION 11.17Further Actions.  Each of the Parties agrees (and the Practice agrees to use its reasonable best efforts to cause the Physicians) to execute and deliver such further instruments, and do such further acts and things, as may be reasonably required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.  In addition, the Parties agree to cooperate with one another in the fulfillment of their respective obligations under this Agreement.  Furthermore, each of the Parties agrees (and the Practice agrees to use its reasonable best efforts to cause the Physicians) to cooperate with the other Party and to assist it in obtaining all necessary licenses, certificates of need, and other approvals from regulatory agencies and accrediting bodies.

SECTION 11.18No Prejudice.  This Agreement has been jointly prepared by the Parties hereto and the terms hereof shall not be construed in favor of or against any Party on account of its participation in such preparation.

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IN WITNESS WHEREOF, the Parties hereby execute this Agreement as of the Effective Date.

US CANCER CARE, INC.
By:	/s/ Jeffrey A. Goffman
Name:	Jeffrey A. Goffman
Title:	President
COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC.
By:	/s/ Jonathan Stella
	Jonathan Stella, M.D.
	President
COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC.

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EXHIBIT “A”

MEDICAL ADVISORY BOARD

CHARTER

1

Revised May 2005

MEDICAL ADVISORY BOARD

I.PURPOSE:

The purpose of the Medical Advisory Board (“MAB”) is to provide all OnCURE Medical Corp. or its affiliated entities (“OnCURE”) physicians a liaison to the OnCURE Board of Directors (“BOD”) and to the Administration (CEO, President & CFO).

II.MEMBERSHIP:

The MAB will be compromised all active physicians providing radiation oncology services at centers operated by OnCURE.  Each physician providing radiation oncology services at the OnCURE centers on a full time basis shall be entitled to be a voting member of the MAB.  The Chairman will be appointed by the Board of Directors.

III.DUTIES:

1.The MAB will meet at least bi-annually with attendance open to all members, once on the east coast and once on the west coast of the United States. It will also meet telephonically whenever any issues require its attention at the request of any physicians, CEO, President or BOD.

2.All issues relating to clinical care including policies & procedures will be formulated by the MAB.

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3.All major technical upgrades including medical equipment and its appropriate use will be reviewed by the MAB.

4.All OnCURE Compliance programs, policies and procedures will be implemented with the assistance of the MAB.

5.Develop & Administer a Quality Assurance Plan.

6.Assist in the Development and Acquisition of new Centers, including due diligence on any targets.

7.Serve as a Resource for Clinical Expertise in Aiding Physicians in Clinical Care.

8.Develop and Implement Clinical Protocols for Research.

9.Report to the BOD & Administration any significant medical issue.

10.Administer the appropriate Committees to perform all of the necessary duties (see Committee section).

11.All official meetings with actions will have minutes which will be reported to the BOD.

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CHAIRMAN OF MEDICAL ADVISORY BOARD

I.SELECTION: The OnCURE Medical Director will serve as Chairman as appointed by the BOD.

II.DUTIES:

1.Organize & Conduct On-going Meetings with All OnCURE physicians.

2.Help Determine Appropriate Use of New Technologies for each center.

3.Serve as a Resource to Introduce & Implement New Technologies.

4.Develop Policies & Procedures for Major Clinical Areas.

5.Develop a Quality Assurance Plan for the Company.

6.Help Identify, Develop, and Acquire New or Existing Centers.

7.Assist any practice that requests, to recruit New Physicians for OnCURE Centers for that practice.

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8.Develop a Network of Medical Resources and Clinical Expertise for the Centers.

9.Facilitate development and deployment of Clinical Protocols for New Treatments.

10.Report to Administration & the Board all Significant Medical Issues.

11.Act as liaison for any and all Physician issues.

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COMMITTTEES

OF THE MEDICAL ADVISORY BOARD

I.COMMITTEES: The Chairman will appoint all necessary committees and the members. There will be six standing committees which will be the Executive, Clinical Protocols, Quality Assurance, New Technologies, Acquisition & Recruitment, and Appeals Committees. The Committees will meet at the request of the Chairman of the MAB. In addition, the Chairman may appoint an ad hoc committee at any time that a specific issue requires appropriate action.

II.EXCEUTIVE COMMITTEE: The Executive Committee will be composed of the Chairman of the MAB and Regional Medical Directors. It will meet as needed to address any clinical or physician issues and report to the MAB.

III.CLINICAL PROTOCOLS: All clinical protocols utilized will be reviewed by this committee for use by the OnCURE physicians. It will also facilitate any Center’s participation in any open national study. All follow-up data will also be tracked and reported to the MAB as necessary.

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IV.QUALITY ASSURANCE: The Q/A committee will be responsible for policies and procedures relating to all centers. A plan for regular Q/A review will be developed for each center. Any issues relating to quality will be referred to this committee.

V.NEW TECHNOLOGIES: Any new technology or clinical procedure will be researched and reviewed by this Committee and reported to the MAB for action. The clinical efficacy as well as cost benefit aspects will be explored in detail.

VI.ACQUISITIONS & RECRUITMENT: This Committee will identify, contact, and help develop any new centers. It will also assist in recruiting new physician and clinical staff for any new or existing centers. Last, it will assist in due diligence on any target acquisitions or developments.

VII.APPEALS: Any clinical or professional issue relating to any physician will be referred to this Committee at the request of such physician or Chairman. A specific review of the issue will be conducted and reported to the MAB. Any action recommended by the MAB will be referred to the BOD.

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ONCURE ORGANIZATIONAL CHART

8

EXHIBIT “B”

2006 ANNUAL BUDGET

9

EXHIBIT “C”

PAYOR INSTRUCTION LETTER

[DATE]

[Name of Payor]
[Address of Payor]

Re:	WOODHOUSE & KARON, A MEDICAL CORPORATION
	Federal Tax Identification Number:
	Medicare Provider Number:
	Medicaid Provider Number:
	Unique Provider Identification Number:

To Whom It May Concern:

You are directed to make:

(1)	All wire transfers directly to the following account:
	[NAME OF DEPOSITORY BANK]                                                                                                                           ABA #                                                 Account #                                             (Sweeping Account)
(2)	All explanation of benefits, remittance advises, and other forms of payment, including checks, to the following address:
	[DEPOSITORY BANK] as Company Lockbox Bank P.O. Box            (Practice Lockbox)                                                                                                                                               Reference:                                                     Account #                                         (Sweeping Account)

Thank you for your cooperation in this matter.

Name:

Title:

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EX-10.47

Exhibit 10.47

Management Services Agreement

This Management Services Agreement (“Agreement”) is made effective as of September 1, 2005 (the “Effective Date”), by and between Coastal Radiation Oncology Medical Group, Inc., a California corporation (“CROMG”) and Neuroscience Gamma Knife Center of Southern California LLC, a California limited liability company (the “Company”) and together with CROMG, the “Parties”.

WHEREAS, the Company is engaged in the development, ownership and operation of medical facilities for the provision of stereotactic radiosurgery treatments utilizing the Leksell Gamma Knife (the “Treatments”);

WHEREAS, the Company plans to operate a Gamma Knife medical facility in Thousand Oaks, California (the “Center”);

WHEREAS, the Company desires that the Treatments to be provided at the Center are supervised by Physicians associated with CROMG who: (i) have a reputation for excellence in the provision of radiation therapy services; (ii) have been trained in the provision of the Services, (iii) will provide coverage of the Center on a continuous and reliable basis, and (iv) will work with the Company to ensure its compliance with and performance of its obligations as set forth in the Service Agreement between Company and Los Robles Regional Medical Center (“Los Robles”);

WHEREAS, CROMG is engaged in the business of providing administrative, accounting, management and human resource services for medical facilities throughout California;

WHEREAS; the Parties intend that CROMG shall operate independently of the Company and its medical facilities, subject only to the provisions imposed upon CROMG herein;

WHEREAS, the Parties intend that CROMG shall provide medical supervision, management, accounting, technical personnel, human resource management and administrative services to Company subject to the provisions herein;

NOW, THEREFORE, in consideration of the foregoing and the-mutual undertakings set forth in this Agreement, the Parties agree as follows:

1.     Provision of Services and Technical Personnel

CROMG, for and in consideration of the Fees hereinafter required to be paid and of the covenants and agreements hereinafter mentioned, hereby agrees to provide medical supervision, management, accounting, technical personnel and human resource management to Company (in the aggregate, the “Services”).

2.     Term and Termination

The initial term of this Agreement is two (2) years (the “Initial Term”), commencing on the Effective Date and ending on the day prior to the second (2nd) anniversary of the Effective Date. The Parties hereto shall have the option to extend the initial term of this Agreement for an additional term of two (2) years, upon the terms and conditions

1

set forth herein, not later than the date which is 30 days prior to the expiration date of the Initial Term. This Agreement may be terminated by either party, with or without cause, upon ninety (90) days prior written notice. This Agreement will immediately terminate upon the filing of bankruptcy or entering into receivership by Company.

3.     Exclusive

The Parties agree that the Services will be provided to Company by CROMG on an exclusive basis.

4.     Compensation

For the Services rendered, Company shall pay to CROMG, within ten (10) days of receipt of invoice, a monthly fee of Three Thousand Dollars ($3,000.00), plus the direct payroll cost of any leased employees and the direct cost of any outside services invoiced to CROMG during the preceding month. The cost of leased employees shall include all taxes and fees paid by CROMG for employees. In addition, for all employees receiving benefits from CROMG (i.e. health insurance, dental insurance, life insurance, etc.) a factor of 30% of direct payroll cost will be charged to the Company to estimate CROMG’s cost for these benefits. For leased employees who are eligible for CROMG’s 401k benefit, the actual amount of CROMG’s contributions and costs shall be charged to Company as an additional fee.

5.     CROMG’s Responsibilties

(a)Medical Director Services - CROMG shall provide one or more Medical Directors to Company. Each Medical Director shall be a Radiation Oncologist who is Board Certified or Board Eligible by the American College of Radiology. The Medical Directors shall provide supervision of clinical services delivered at the Center, proctoring of other Radiation Oncologists, liaison with Neurosurgeons practicing at the Center, supervision of clinical staff and the development of policies, procedures and plans in coordination with Los Robles and its Medical Staff to ensure the provision of consistent and high quality patient care and to assure that the Company is meeting the patient care obligations defined in the Services Agreement with Los Robles.

CROMG’s compensation for Medical Director Services are included in its base compensation. CROMG physicians (including Medical Directors) shall provide direct care to patients at Center, and CROMG shall bill and collect separately for these professional services.

(b)Management Services – CROMG shall provide to Company management services to include contract, cash, human resources and financial management.

(c)Accounting and Financial Reporting – CROMG shall provide accounting and financial reporting services to Company. This will include accounting for all revenue and expenses, the development of monthly, quarterly and annual financial statements and working with outside accountants to prepare annual tax returns and other external reporting.

(d)Purchasing and Accounts Payable – CROMG shall provide materials management services for Company and shall pay and account for all expenditures.

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(e)Human Resource Management – CROMG shall provide all human resource services for Company to include recruiting, hiring, benefits management and leasing employees to Company. All employees leased to Company shall be employees or independent contractors of CROMG and as such shall be subject to CROMG’s Personnel Policies and Procedures. Company shall be consulted on all hiring, disciplining and salary decisions for leased employees but the final decision rests with CROMG.

(f)Other Services – CROMG shall provide other services as reasonably requested in writing by Company. CROMG shall determine the cost of the new service and will provide the proposed cost to Company in writing. Once the Company has approved the new service and its cost in writing, CROMG shall provide and charge for it.

6.     Company’s Responsibilities

(a)Change in Service Agreement – Company shall promptly notify CROMG of any changes in the Service Agreement between Company and Los Robles (including termination) that may impact the performance of CROMG under this Agreement.

(b)Leased Employees – Company shall promptly notify CROMG of any performance problems with leased employees. CROMG will immediately investigate any issues and take appropriate action to correct the problem.

(c)Change in Ownership – Company shall promptly notify CROMG of any change of ownership effecting 10% or greater of the ownership interest of Company.

(d)Insurance – Company shall maintain at its sole expense, during the term of this Agreement, general and professional liability coverage in amounts not less than $1,000,000 per occurrence and $3,000,000 annual aggregate. Company shall name CROMG as an additional insured under all such policies and provide CROMG Written evidence of coverage.

7.     General Provisions

(a)Change In Law – The Parties recognize that this Agreement is at all times to be subject to applicable local, state and federal statutory and common law, regulations of state and federal agencies, and state and federal judicial and administrative decisions, including without limitation, the Social Security Act and Rules and Regulations of the Department of Health and Human Services, and Public health and safety provisions of California law. The Parties further recognize that this Agreement shall be subject to changes and amendments in the laws and regulations and to the provisions of any new legislation, regulations and case law affecting this Agreement. Any provisions of law or judicial or administrative decisions that invalidate, or are otherwise inconsistent with, the terms of this Agreement, or which would cause one of the Parties to be in violation of law, shall automatically supersede the terms of this Agreement; provided, however, the Parties shall exercise their best efforts to negotiate an appropriate modification to the terms and conditions of this Agreement to accommodate such provisions of law or judicial or administrative decisions and to effectuate the existing terms and intent of this Agreement to the greatest possible extent consistent with the

3

requirements of such law or decision. In the event that there shall be a change in the Medicare or Medicaid Acts (or the general instructions relating thereto), or in other federal, state or local laws or regulations (or the application thereof), or the adoption of new legislation, or a change in any third-party payer reimbursement system applicable to the provision of the Services, any of which materially and adversely affects the compensation permitted to be paid to CROMG for the provision of the Services, or if there is any other material change in the facts, circumstances or assumptions of the Parties that substantially alters the allocation of risks and rewards intended to be accomplished herein, the Party so affected may by notice is given and if the Company and CROMG are unable within 120 days to agree upon such amendment, the Parties shall submit such matter to binding arbitration in accordance with this Agreement.

(b)Independent Contractors – The relationship between the Company and CROMG is that of independent contractors, and none of the provisions of this Agreement is intended to create, nor shall be construed to create, an agency, Partnership, joint venture or employment relationship between the Parties. Neither Party, nor any of its respective officers, member, employees or independent contractors, shall, except as otherwise expressly permitted in this Agreement, be deemed to be the agent, employee or representative of the other Party by virtue of this Agreement.

(c)Force Majeure – Neither Party shall be deemed to be in default of this Agreement if prevented from performing any obligation hereunder for any reason beyond its control, including but not limited to, Acts of God, war, civil commotion, fire, flood or casualty, labor difficulties, shortages of or inability to obtain labor, materials or equipment, governmental regulations or restrictions, or unusually severe weather. In any such case, the Parties agree to negotiate in good faith with the goal of preserving this Agreement and the respective rights and obligations of the Parties hereunder, to the extent reasonably practicable. It is agreed that financial inability shall not be deemed a matter beyond a Party’s reasonable control.

(d)Notices – Any and all notices, designations, consents, offers, acceptances, or other communications required to be provided hereunder shall be in writing and delivered, either personally or by overnight courier, or sent by certified mail, or by first class mail, to the Parties at the addresses set forth below or such other address as either Party may request by notice hereafter, and shall be deemed given upon such delivery, or in the case of first class mail, on the third day after posting of said mail.

To Company:	Neuroscience Gamma Knife Center of Southern California, LLC
	316 S. Stratford Ave., Suite C
	Santa Maria, CA 93454
	Attn: CEO
To CROMG:	Coastal Radiation Oncology Medical Group, Inc.
	316 S. Stratford Ave., Suite C
	Santa Maria, CA 93454
	Attn: CEO

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(e)Entire Agreement - This Agreement, together with the schedules attached hereto and hereby incorporated into this Agreement by reference, supersedes any and all other agreements, representations and understandings, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. This Agreement may not be changed orally, and may only be amended by an agreement in writing signed by both Parties.

(f)Governing Law - This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California.

(g)Severability - If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect, except as otherwise provided in this Agreement.

(h)Waiver - The failure of a Party to insist upon strict adherence to any Agreement shall not be considered a waiver of, or deprive that Party of the right thereafter to enforce, that term or any other Term.

(i)Rights Unaffected - No amendment, supplement or termination of this Agreement shall affect or impair any rights or obligations that shall have therefore matured hereunder.

(j)Successors - Subject to Section (j), this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and assigns.

(k)Further Actions - Each of the Parties agrees to execute and deliver such further instruments, and do such further acts and things, as may be reasonably required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof. In addition, the Parties agree to cooperate with one another in the fulfillment of their respective obligations under this Agreement.

(l)Captions - The captions at the beginning of the several articles and sections of this Agreement are not part of the terms and conditions of this Agreement but are only guides or labels to assist in locating and reading such articles and sections. They shall be given no effect in construing this Agreement.

(m)Mediation and Arbitration of Disputes - The Parties agree to meet in person, and make a good faith attempt to resolve any disputes, or claims, or whatever nature, arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement, or any resulting transaction, before resorting mediation as provided herein (the “Initial Resolution Meeting”). The Initial Resolution Meeting may be called by any Party upon seven (7) calendar days’ written notice to the other parties. Such notice shall be sent to all Parties by facsimile transmission and U.S. Mail.

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1.  In the event that the Parties are unable to resolve the disputes at the Initial Resolution Meeting, the Parties agree to mediate the unresolved Issue(s) before resorting to arbitration as provided herein (the “Mediation”). The Mediation shall be administered by and in accordance with the then existing rules and procedures of Judicial Arbitration & Mediation Services, Inc. (J.A.M.S.). Mediation fees, if any, shall be divided equally among the parties involved. The Mediation may not be initiated or conducted until after the Initial Resolution Meeting has been conducted.

2.  Any action to enforce or interpret this Agreement, or to resolve disputes with respect to this Agreement, shall be determined by arbitration in accordance with California Code of Civil Procedure §§ 1280 through 1294.2 and any successor provisions thereto. Arbitration shall be the exclusive dispute resolution process. Any party may commence arbitration by sending a written demand for arbitration to the other parties, but only after the Initial Resolution Meeting and the Mediation have been held, or the other Party has breached its obligation to hold the Initial Resolution Meeting or Mediation. Such demand shall set forth the nature of the matter to be resolved by arbitration. The place of arbitration shall be in the County of Los Angeles, California. The substantive law of the State of California shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally all initial cost of arbitration. The prevailing party shall be entitled to reimbursement of attorneys’ fees, cost and expenses incurred in connection with the arbitration. All decisions of the arbitrator shall be final, binding and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof. The arbitrator (if permitted under applicable law) or such court may issue a writ of execution to enforce the arbitrator’s decision.

WE HAVE READ AND UNDERSTAND THE FOREGOING, AND AGREE TO SUBMIT DISPUTES ARISING FROM THE MATTERS INCLUDED IN THE “MEDIATION” ARBITRATION OF DISPUTES” PROVISION TO AS SET FORTH ABOVE.

    Initial (Company) Initial (CROMG)

(n)Attorneys’ Fees - In the event that it is necessary for either Party to this Agreement to institute an action (including any arbitration proceeding) to enforce any right granting hereunder, or to redress the breach of any provision of this Agreement, then the prevailing Party in such action, in addition to any other award made by the Court, shall be entitled to an award of reasonable attorneys’ fees and costs incurred in prosecuting such action and the enforcement of any judgment entered in such action, all in an amount to be determined by the Court.

(o)Interpretation - This Agreement shall be interpreted fairly to carry out the intent of the parties and any ambiguity shall not be construed against any Party.

(p)Counterparts - This Agreement may be executed in any number of counterparts which together shall constitute the agreement of the parties.

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(q)Authority - Each individual executing this Agreement on behalf of a party hereto, by his or her signature, represents that he or she maintains full authority on behalf of the applicable party to execute this Agreement, and thereby bind the applicable party to all covenants, duties and obligations contained herein.

(r)Time - Time is agreed to be of the essence with respect to this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

“Company”		“CROMG”
NEUROSCIENCE GAMMA KNIFE CENTER OF SOUTHERN CALIFORNIA, A California limited liability company		COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC., a California professional corporation
By:	/s/ Robert D. Hesselgesser, MD	By:	/s/ Jonathan R. Stella, MD
Name:	Robert D. Hesselgesser, MD	Name:	Jonathan R. Stella
Title:	President NGKCSC	Title:	President CROMG

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EX-10.48

Exhibit 10.48

FIRST AMENDMENT TO

MANAGEMENT SERVICES AGREEMENT

This First Amendment to Management Services Agreement (the “First Amendment”) is made and effective as of February 16, 2006 (the “Effective Date”), by and among COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC., a California professional medical corporation, (“CROMG”) and NEUROSCIENCE GAMMA KNIFE CENTER OF SOUTHERN CALIFORNIA, LLC, a California limited liability company (the “Company”), with reference to the following facts.

RECITALS

A.CROMG and the Company entered into that certain Management Services Agreement effective as of September 1, 2005 (the “Agreement”). A copy of the Agreement is attached this First Amendment as Attachment No. 1.

B.CROMG and the Company desire to amend the Agreement in accordance with the terms and conditions set forth below. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

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

AGREEMENT

1.Provision of Services and Technical Personnel. The parties acknowledge and agree that, as of the Effective Date, the Services offered by CROMG to the Company will no longer include medical supervision or medical services of any kind. In this regard, CROMG will no longer provide the services of its associated physicians for the purpose of providing physician coverage of the Center or any related medical services.

2.CROMG’s Responsibilities. Section 5(a) of the Agreement shall be deleted in its entirety. As of the Effective Date, CROMG’s responsibilities under the Agreement shall be solely limited to providing administrative, accounting, management and human resource services for the Center.

3.No Other Amendments. The Agreement shall remain in full force and effect except as amended by this First Amendment.

4.Miscellaneous. This First Amendment may be executed in one or more counterparts and delivered by facsimile or other means of electronic transmission, each of which shall be deemed an original, and all of which shall constitute one and the same First Amendment.

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the Effective Date.

“CROMG”		“COMPANY”
COASTAL RADIATION ONCOLOGY MEDICAL GROUP INC., a California professional medical corporation		NEUROSCIENCE GAMMA KNIFE CENTER OF SOURTHERN CALIFORNIA, LLC, a California limited liability company
By:	/s/ Jonathan R. Stella	By:	/s/ Paul Miller, M.D.
	Jonathan R. Stella, M.D., President		Paul Miller, M.D., Manager

EX-10.49

Exhibit 10.49

SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

This SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is made and entered into this 1st day of March, 2007 (the “Amendment Effective Date”) with reference to that certain Management Services Agreement (the “Agreement”) dated September 1, 2005, by and between Coastal Oncology, Inc., f/k/a Coastal Radiation Oncology Medical Group, Inc. (the “CROMG”) and Neuroscience Gamma Knife Center of Southern California, LLC (the “Company”).

RECITALS

A.Pursuant to the Agreement, CROMG agreed to provide technical personnel and certain other administrative services to the Company.

B.The Company and CROMG desire to amend the Agreement to provide for, among other items, a revised fee schedule to the Agreement.

C.Terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and undertakings hereunder and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto do hereby agree as follows:

1.Amendment. The Agreement shall be amended as follows:

Section 5(b)—(e) of the Agreement shall be deleted in their entirety.

Section 4 of the Agreement shall be deleted and restated in its entirety as follows:

“Compensation for Services Rendered.  As consideration for the Services of technical personnel furnished under this Agreement by CROMG at the request of the Company, the Company shallreimburse CROMG for the following costs incurred in providing the Services during the term of the Agreement:

(i)all gross wages paid by CROMG to employees who are directly and exclusively engaged by CROMG to provide the Services (the “Employees”), including amounts actually paid and amounts withheld for any reason;

(ii)all unemployment compensation premiums and workers compensation premiums paid by CROMG on account of the Employees;

(iii)all applicable federal, state and local taxes, including but not limited to unemployment and FICA taxes, paid by CROMG on account of the Employees;

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(iv)all employer contributions and insurance premium payments made with respect to any Employees under the employee benefit plans of CROMG; and

(v)all other reasonable and documented expenses incurred by CROMG as a result of providing the Services contemplated herein plus a four percent (4%) management fee.

The parties agree that the above compensation payable hereunder is intended by the parties to be fair market value. The compensation will be reviewed on an annual basis by the parties to determine the fair market value of such payment amounts; and the parties agree to negotiate in good faith during any such review for any changes to the Total Cost per Hour to keep it fair market value.

Such compensation shall be made within 20 days following the month in which such Services were rendered. The Company shall pay CROMG interest at the rate of nine percent (9%) per annum on all payments not made when due.

CROMG shall not bill or collect from any patient or payors for Services provided pursuant to the terms of this Agreement. CROMG’s sole compensation for services provided hereunder shall be the monies paid by the Company under this Section.”

2.General Provisions.

2.1.Reference to and Effect on the Agreement, This Amendment modifies the Agreement to the extent set forth herein, is hereby incorporated by reference into the Agreement and made a part thereof. Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect and is hereby ratified and confirmed. The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties to the Agreement.

2.2.Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California.

2.3.Captions. The captions or headings in this Amendment are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Amendment.

2.4.Severability. The provisions of this Amendment shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Amendment shall be effective and binding upon the parties.

2.5.Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. Delivery of a copy of this Amendment bearing an original signature by facsimile transmission or by electronic mail in “portable document format” shall have the same effect as physical delivery of the paper document bearing the original signature.

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2.6.Parties in Interest. Nothing expressed or implied in this Amendment is intended or shall be construed to confer upon or give to any person other than the parties hereto any rights or remedies under or by reason of this Amendment or any transaction contemplated hereby.

2.7.No Prejudice. This Amendment has been jointly prepared by the parties hereto and the terms hereof shall not be construed in favor of or against any party on account of its participation in such preparation.

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IN WITNESS WHEREOF, the parties hereby execute this Amendment as of the Amendment Effective Date.

COASTAL ONCOLOGY, INC.
By:	/s/ Jeffrey A. Goffman
Name:	Jeffrey A. Goffman
Title:	President
NEURO SCIENCE GAMMA KNIFE OF SOUTHERN CALIFORNIA, LLC
By:	/s/ Paul Miller, M.D.
Name:	Paul Miller, M.D.
Title:	Manager

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EX-12.1

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Exhibit 12.1

OnCure Holdings, Inc.
Computation of Ratio or Deficiency of Earnings to Fixed Charges
(in thousands, except ratio data)

		Six Months Ended June 30,						Year Ended December 31,
		2009			2010			2005		2006			2007			2008			2009
Earnings:
	Income (loss) from continuing operations before income taxes	$	3,588		$	(10,035	)	$	1,761	$	(18,082	)	$	(11,050	)	$	(7,341	)	$	30,009
	Less: Equity interest in net earnings of joint venture		(457	)		(298	)		—		—			(959	)		(1,144	)		(738	)
	Plus: Distributed income of joint venture		591			358			—		—			426			1,434			1,205
	Plus: Fixed charges		10,055			10,973			6,017		14,471			19,786			21,114			19,764
Earnings from continuing operations plus fixed charges(1)		$	13,777		$	998		$	7,778	$	(3,611	)	$	8,203		$	14,063		$	50,240
Fixed Charges:
	Interest expense	$	8,485		$	9,466		$	5,133	$	12,640		$	17,486		$	18,258		$	16,726
	Interest component of rentals		1,570			1,507			884		1,831			2,300			2,856			3,038
Fixed Charges(2)		$	10,055		$	10,973		$	6,017	$	14,471		$	19,786		$	21,114		$	19,764
Ratio of earnings to fixed charges			1.37			—			1.29		—			—			—			2.54
Coverage deficiency			—		$	(9,975	)		—	$	(18,082	)	$	(11,583	)	$	(7,051	)		—

(1)

Earnings consist of earnings (loss) before income tax expense (benefit) and fixed charges.

(2)

Fixed charges consist of interest expense, including amortization of deferred financing costs, plus the portion of rental expense considered to be representative of an interest factor.

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Exhibit 12.1

OnCure Holdings, Inc. Computation of Ratio or Deficiency of Earnings to Fixed Charges (in thousands, except ratio data)

EX-21.1

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Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

There is no parent of the Registrant. The following is a listing of the subsidiaries of the Registrant, or if indented, subsidiaries of the subsidiary under which they are listed:

					Incorporation
Oncure Medical Corp. Delaware					Delaware
	Manatee Radiation Oncology, Inc.				Florida
	Mission Viejo Radiation Oncology Medical Group, Inc.				California
	Radiation Oncology Center, LLC				California
	U.S. Cancer Care, Inc.				Delaware
		USCC Florida Acquisition Corp.			Delaware
			JAXPET, LLC		Florida
				JAXPET/Positech, L.L.C.	Florida
			FROG OnCure Southside, L.L.C.		Florida
		USCC Acquisition Corp.			Delaware
			Mica Flo II, Inc.		Delaware
			Pointe West Oncology, LLC		Delaware
		Sarasota Radiation & Medical Oncology Center, Inc.			Florida
			Interhealth Facility Transport, Inc.		Florida
		Sarasota County Oncology, Inc.			Florida
		Venice Oncology Center, Inc.			Florida
		Englewood Oncology, Inc.			Florida
		Charlotte Community Radiation Oncology, Inc.			Florida
		USCC Healthcare Management Corp.			California
		Coastal Oncology, Inc.			California
		Fountain Valley & Anaheim Radiation Oncology Centers, Inc.			California
		Santa Cruz Radiation Oncology Management Corp.			California

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Exhibit 21.1

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 18, 2010, except for Note 15, as to which the date is October 21, 2010, with respect to the consolidated financial statements of OnCure Holdings, Inc. and Subsidiaries and to the use of our report dated January 7, 2010 with respect to the consolidated financial statements of ROA Associates, LLP in the Registration Statement (Form S-4) and related prospectus of OnCure Holdings, Inc. for the registration of $210 million of its 11 ³/4% Senior Secured Notes due 2017.

/s/ Ernst & Young LLP

Denver, Colorado
October 21, 2010

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

EX-25.1

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Exhibit 25.1

File No.          

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO
SECTION 305(b)(2)

WILMINGTON TRUST FSB
(Exact name of trustee as specified in its charter)

Federal Charter
(State of incorporation) 52-1877389
(I.R.S. employer identification no.)

Harborplace Tower, Suite 2620
111 S. Calvert Street
Baltimore, Maryland 21202
(410) 468-4325
(Address of principal executive offices)

Michael A. DiGregorio
Senior Vice President and General Counsel
Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890-0001
(302) 651-8793
(Name, address and telephone number of agent for service)

ONCURE HOLDINGS, INC.(1)
(Exact name of obligor as specified in its charter)

Delaware (State of incorporation)	20-5211697 (I.R.S. employer identification no.)
188 Inverness Drive West, Suite 650 Englewood, Colorado (Address of principal executive offices)	80112 (Zip Code)

11³/4% Senior Secured Notes due 2017
(Title of the indenture securities)

(1)

See Table of Addition Obligors

ADDITIONAL OBLIGORS

Name	State or Jurisdiction of Formation	IRS Employer Number
Oncure Medical Corp.	Delaware	59-3191053
Fountain Valley & Anaheim Radiation Oncology Centers, Inc.	California	33-0303999
FROG Oncure Southside, LLC	Florida	13-4235444
Jaxpet, LLC	Florida	06-1731932
Jaxpet/Positech, LLC	Florida	59-3658952
Manatee Radiation Oncology, Inc.	Florida	47-0943848
Mica Flo II, Inc.	Delaware	94-3323431
Mission Viejo Radiation Oncology Medical Group, Inc.	California	77-0163523
Pointe West Oncology, LLC	Delaware	65-0344963
Radiation Oncology Center, LLC	California	77-0448888
U.S. Cancer Care, Inc.	Delaware	65-0793730
USCC Acquisition Corp.	Delaware	94-3302679
USCC Florida Acquisition Corp.	Delaware	94-3310485
USCC Healthcare Management Corp.	California	54-3456788
Sarasota Radiation & Medical Oncology Center, Inc.	Florida	59-1664395
Venice Oncology Center, Inc.	Florida	59-3155471
Englewood Oncology, Inc.	Florida	65-0367072
Charlotte Community Radiation Oncology, Inc.	Florida	65-0607550
Interhealth Facility Transport, Inc.	Florida	59-2001243
Sarasota County Oncology, Inc.	Florida	65-0455920
Santa Cruz Radiation Oncology Medical Corp.	California	94-2612410
Coastal Oncology, Inc.	California	95-3116166

Item 1.    GENERAL INFORMATION.    Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Office of Thrift Supervision
1475 Peachtree Street, N.E.
Atlanta, GA 30309

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2.    AFFILIATIONS WITH THE OBLIGOR.    If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

Item 16.    LIST OF EXHIBITS.    List below are all exhibits filed as part of this Statement of Eligibility and Qualification.

1.

A copy of the Federal Stock Savings Bank Charter for Wilmington Trust FSB, incorporated by reference to Exhibit 1 of Form T-1.



2.

The authority of Wilmington Trust FSB to commence business was granted under the Federal Stock Savings Bank Charter for Wilmington Trust FSB, incorporated herein by reference to Exhibit 1 of Form T-1.



3.

The authorization to exercise corporate trust powers was granted under the Federal Stock Savings Bank charter, incorporated herein by reference to Exhibit 1 of Form T-1.



4.

A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.



5.

Not applicable.



6.

The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.



7.

Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.



8.

Not applicable.



9.

Not applicable.

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust FSB, a federal savings bank, organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Guilford and State of Connecticut on the 8^th day of October, 2010.

WILMINGTON TRUST FSB
By:	/s/ Joseph P. O'Donnell
Name:	Joseph P. O'Donnell
Title:	Vice President

EXHIBIT 1

Charter No. 6012

FEDERAL STOCK SAVINGS BANK CHARTER

WILMINGTON TRUST FSB

As existing on June 10, 1994.

FEDERAL STOCK SAVINGS BANK CHARTER

WILMINGTON TRUST FSB

        SECTION 1.    Corporate Title.    The full corporate title of the savings bank is Wilmington Trust FSB.

        SECTION 2.    Office.    The home office shall be located in Salisbury, Maryland.

        SECTION 3.    Duration.    The duration of the savings bank is perpetual.

        SECTION 4.    Purpose and Powers.    The purpose of the savings bank is to pursue any or all of the lawful objectives of a Federal savings bank chartered under Section 5 of the Home Owners' Loan Act and to exercise all of the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Office of Thrift Supervision ("OTS").

        SECTION 5.    Capital Stock.    The total number of shares of all classes of the capital stock which the savings bank has the authority to issue is 10,000,000, all of which shall be common stock of par value of $1.00 per share. The shares may be issued from time to time as authorized by the Board of Directors without the approval of its shareholders, except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule, or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par value. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the savings bank. The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted to the savings bank), labor, or services actually performed for the savings bank, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the Board of Directors of the savings bank, shall be conclusive. Upon payment of such consideration, such shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, that part of the surplus of the savings bank which is transferred to stated capital upon the issuance of shares of as a share dividend shall be deemed to be the consideration for their issuance.

        Except for shares issuable in connection with the conversion of the savings bank from the mutual to stock form of capitalization, no shares of common stock (including shares issuable upon conversion, exchange, or exercise of other securities) shall be issued, directly or indirectly, to officers, directors, or controlling persons of the savings bank other than as part of a general public offering or as qualifying shares to a director, unless the issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast as a legal meeting.

        The holders of the common stock shall exclusively possess all voting power. Each holder of shares of common stock shall be entitled to one vote for each share held by such holder, except as to the cumulation of votes for the election of directors. Subject to any provision for a liquidation account, in the event of any liquidation, dissolution, or winding up of the savings bank, the holders of the common stock shall be entitled, after payment or provision for payment of all debts and liabilities of the savings bank, to receive the remaining assets of the savings bank available for distribution, in cash or in kind. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.

        SECTION 6.    Preemptive Rights.    Holders of the capital stock of the savings bank shall not be entitled to preemptive rights with respect to any shares of the savings bank which may be issued.

        SECTION 7.    Directors.    The savings bank shall be under the direction of a Board of Directors. The authorized number of directors, as stated in the savings bank's bylaws, shall not be fewer than five nor more than fifteen except when a greater number is approved by the OTS.

        SECTION 8.    Amendment of Charter.    Except as provided in Section 5, no amendment, addition, alteration, change, or repeal of this charter shall be made, unless such is first proposed by the Board of Directors of the savings bank, then preliminarily approved by the OTS, which preliminary approval may be granted by the OTS pursuant to regulations specifying preapproved charter amendments, and thereafter approved by the shareholders by a majority of the total votes eligible to be cast at a legal. Any amendment, addition, alteration, change, or repeal so acted upon shall be effective upon filing with the OTS in accordance with regulatory procedures or on such other date as the OTS may specify in its preliminary approval.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST FSB

As Amended April 28, 2008

ARTICLE I—HOME OFFICES

        The home office of this savings bank shall be at 111 South Calvert Street, Suite 2620, Baltimore, Maryland.

ARTICLE II—SHAREHOLDERS

        SECTION 1.Place of Meetings.    All annual and special meetings of shareholders shall be held at the home office of the savings bank or at such other place in or outside the State in which the principal place of business of the savings bank is located as the board of directors may determine.

        SECTION 2.Annual Meeting.    A meeting of the shareholders of the savings bank for the election of directors and for the transaction of any other business of the savings bank shall be held annually within 120 days after the end of the savings bank's fiscal year or at such otherdate and time within at such 120-day period as the board of directors may determine.

        SECTION 3.Special Meetings.    Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Office of Thrift Supervision ("OTS"), may be called at any time by the chairman of the board, one of the presidents or a majority of the board of directors, and shall be called by the chairman of the board, one of the presidents, or the secretary upon the written request of the holders of not less than one-tenth of all of the outstanding capital stock of the savings bank entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the savings bank addressed to the chairman of the board, one of the presidents, or the secretary.

        SECTION 4.Conduct of Meetings.    The board of directors shall designate, when present, either the chairman of the board or one of the presidents to preside at such meetings.

        SECTION 5.Notice of Meeting.    Written notice stating the place, day and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, one of the presidents, the secretary or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the savings bank as of the record date prescribed in Section 6 of this Article II with postage prepaid. When any shareholders' meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time or place of any meeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.

        SECTION 6.Fixing of Record Date.    For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.

        SECTION 7.Voting Lists.    At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the savings bank shall make a complete list of shareholders entitled to vote at such meeting, or any adjournment, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the savings bank and shall be subject to inspection by any shareholder at any time during usual business hours for a period of 20 days prior to such meeting. Such list also shall be produced and kept open at the time and place of the

meeting and shall be subject to inspection by any shareholder during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

        In lieu of making the shareholder list available for inspection by shareholders as provided in the preceding paragraph, the board of directors may elect to follow the procedures prescribed in §552.6(d) of the OTS's regulations as now or hereafter in effect.

        SECTION 8.Quorum.    A majority of the outstanding shares of the savings bank entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to constitute less than a quorum.

        SECTION 9.Proxies.    At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest.

        SECTION 10.Voting of Shares in the Name of Two or More Persons.    When ownership stands in the name of two or more persons, in the absence of written directions to the savings bank to the contrary, at any meeting of the shareholders of the savings bank any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.

        SECTION 11.Voting of Shares by Certain Holders.    Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

        A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

        Neither treasury shares of its own stock held by the savings bank nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the savings bank, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

        SECTION 12.Cumulative Voting.    Every shareholder entitled to vote at an election for directors shall have the right to vote, in person by proxy, the number of shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote, or to cumulate the votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of shares shall equal or by distributing such votes on the same principle among any number of candidates.

        SECTION 13.Inspectors of Election.    In advance of any meeting of shareholders, the board of directors may appoint any persons other than nominees for office as inspectors of election to act at such meeting or any

adjournment. The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or one of the presidents may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting or at the meeting by the chairman of the board or one of the presidents.

        Unless otherwise prescribed by regulations of the OTS, the duties of such inspectors shall include: determining the number of shares and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.

        SECTION 14.Director Elections.    The board of directors may nominate candidates for election as directors. Ballots bearing the names of all persons nominated by the board of directors and by shareholders shall be provided for use at the annual meeting. However, if the board of directors shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon.

        SECTION 15.New Business.    Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary of the savings bank at least five days before the annual meeting, and all business so stated, proposed and filed shall be considered at the annual meeting; but no other proposal shall be acted upon at the annual meeting. Any shareholder may make any other proposal at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least five days before the meeting, such proposal shall be laid over for action at an adjourned, special or annual meeting of the shareholders taking place 30 days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors, and committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.

        SECTION 16.Informal Action by Shareholders.    Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all shareholders entitled to vote with respect to the subject matter.

ARTICLE III—BOARD OF DIRECTORS

        SECTION 1.General Powers.    The business and affairs of this savings bank shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board and one or more presidents and shall designate, when present, either the chairman of the board, one of the presidents, an executive vice president, a senior vice president, or a vice president to preside at its meetings.

        SECTION 2.Number and Term.    The board of directors shall consist of six members. The directors shall be elected annually, and shall serve for the ensuing year and until their respective successors are duly elected and qualified.

        SECTION 3.    Regular and Special Meetings.    Regular and special meetings of the board of directors may be called by or at the request of the chairman of the board, one of the presidents or one-third of the directors. The persons authorized to call meetings of the board of directors may fix any place as the place for holding that meeting.

        Members of the board of directors may participate in regular or special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person and, if the board of directors so determines, shall constitute attendance for purpose of entitlement to compensation pursuant to Section 11 of this Article.

        SECTION 4.    Qualification.    Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the savings bank unless the savings bank is a wholly owned subsidiary of a holding company.

        SECTION 5.    Notice.    Written notice of any special meeting shall be given to each director at least two days prior thereto when delivered personally or by telegram or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed or when delivered to the telegraph company if sent by telegram. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need to be specified in the notice or waiver of notice of such meeting.

        SECTION 6.    Quorum.    A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors; but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 5 of this Article III.

        SECTION 7.    Manner of Acting.    The act of a majority of the directors present at a duly convened meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by the regulations of the OTS or these bylaws.

        SECTION 8.    Action Without a Meeting.    Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors.

        SECTION 9.    Resignation.    Any director may resign at any time by sending a written notice of such resignation to the home office of the savings bank addressed to the chairman of the board or one of the presidents. Unless otherwise specified, such resignation shall take effect upon receipt by the chairman of the board or one of the presidents. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effective when such resignation is accepted by the board of directors.

        SECTION 10.    Vacancies.    Any vacancy on the board of directors may be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve until the next election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors for may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders.

        SECTION 11.    Compensation.    Directors, as such, may receive a stated salary for their services. By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance, whether in person or by telephone, at any regular or special meeting of the Board of directors.

        Members of either standing or special committees may be allowed such compensation for attendance, whether in person or by telephone, at committee meetings as the Board of directors may determine from time to time.

        SECTION 12.    Presumption of Assent.    A director of the savings bank who is present at a meeting of the board of directors at which action on any savings bank matter is taken shall be presumed to have assented to the action taken unless his dissent or abstention shall be entered into the minutes of the meeting or unless he shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the savings bank within five days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.

        SECTION 13.    Removal of Directors.    At a meeting of shareholders called expressly for that purpose, any director may be removed for cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. If less than the entire board is to be removed, no one of the directors may be removed if the votes cast against the removal would be sufficient to elect a director if then cumulatively voted at an election of the class of directors of which such director is a part. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.

ARTICLE IV—EXECUTIVE AND OTHER COMMITTEES

        SECTION 1.    Appointment.    The board of directors, by resolution adopted by a majority of the full board, may designate an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority shall not operate to relieve the board of directors, or any director, of any responsibility imposed by law or regulation.

        SECTION 2.    Authority.    The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the charter or bylaws of the savings bank, or recommending to the stockholders a plan of merger, consolidation or conversion; the sale, lease or other disposition of all or substantially all of the property and assets of the savings bank otherwise than in the usual and regular course of its business; a voluntary dissolution of the savings bank; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.

        SECTION 3.    Tenure.    Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the executive committee.

        SECTION 4.    Meetings.    Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day's notice stating the place, date, and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

        SECTION 5.    Quorum.    A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the Executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

        SECTION 6.    Action Without a Meeting.    Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.

        SECTION 7.    Vacancies.    Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.

        SECTION 8.    Resignations and Removal.    Any member of the executive committee may be removed at any time with or without cause by a resolution adopted by a majority of the full board of directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the one of the presidents or secretary of the savings bank. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective.

        SECTION 9.    Procedure.    The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these bylaws. It shall keep regular minutes

of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred

        SECTION 10.    Other Committees.    The board of directors may by resolution establish an audit, loan or other committee composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the savings bank and may prescribe the duties, constitution, and procedures thereof.

ARTICLE V—OFFICERS

        SECTION 1.    Positions.    The officers of this savings bank shall be one or more presidents, one or more vice presidents, a secretary and a treasurer, each of whom shall be elected by the board of directors. The board of directors may also designate the chairman of the board as an officer. One of the presidents shall be the chief executive officer, unless the board of directors designates the chairman of the board as chief executive officer. The offices of secretary and treasurer may be held by the same person and a vice president may also be either the secretary or the treasurer. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors also may elect or authorize the appointment of such other officers as the business of this savings bank may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.

        SECTION 2.    Election and Term of Office.    The officers of this savings bank shall be elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officer's death, resignation, or removal in the manner hereinafter provided. Election or appointment of an officer, employee, or agent shall not of itself create contractual rights. The board of directors may authorize the savings bank to enter into an employment contract with any officer in accordance with regulations of the OTS; but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V.

        SECTION 3.    Removal.    Any officer may be removed by the board of directors whenever in its judgment the best interests of the savings bank would be served thereby, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed.

        SECTION 4.    Vacancies.    A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term.

        SECTION 5.    Remuneration.    The remuneration of the officers shall be fixed from time to time by the board of directors.

ARTICLE VI—CONTRACTS, LOANS, CHECKS AND DEPOSITS

        SECTION 1.    Contracts.    To the extent permitted by regulations of the OTS, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee or agent of the savings bank to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the savings bank. Such authority may be general or confined to specific instances.

        SECTION 2.    Loans.    No loans shall be contracted on behalf of the savings bank and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.

        SECTION 3.    Checks, Drafts, etc.    All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the savings bank shall be signed by one or more officers, employees or agents of the savings bank in such manner as shall from time to time be determined by the board of directors.

        SECTION 4.    Deposits.    All funds of the savings bank not otherwise employed shall be deposited from time to time to the credit of the savings bank in any duly authorized depositories as the board of directors may select.

ARTICLE VII—CERTIFICATES FOR SHARES AND THEIR TRANSFER

        SECTION 1.    Certificates for Shares.    Certificates representing shares of capital stock of the savings bank shall be in such form as shall be determined by the board of directors and approved by the OTS. Such certificates shall be signed by the chief executive officer or by any other officer of the savings bank authorized by the board of directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the savings bank itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, the number of shares and date of issue, shall be entered on the stock transfer books of the savings bank. All certificates surrendered to the savings bank for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and canceled, except that in the case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the savings bank as the board of directors may prescribe.

        SECTION 2.    Transfer of Shares.    Transfer of shares of the capital stock of the savings bank shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his legal representative, who shall furnish proper evidence of such authority, or by his attorney authorized by a duly executed power of attorney and filed with the savings bank. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the savings bank shall be deemed by the savings bank to be the owner for all purposes.

ARTICLE VIII—FISCAL YEAR

        The fiscal year of this savings bank shall end on the 31^st day of December of each year.

ARTICLE IX—DIVIDENDS

        Subject to the terms of the savings bank's charter and the regulations and orders of the OTS, the board of directors may, from time to time, declare, and the savings bank may pay, dividends on its outstanding shares of capital stock.

ARTICLE X—CORPORATE SEAL

        The board of directors shall approve a savings bank seal which shall be two concentric circles between which shall be the name of the savings bank. The year of incorporation or an emblem may appear in the center.

ARTICLE XI—AMENDMENTS

        These bylaws may be amended in a manner consistent with regulations of the OTS at any time by a majority of the full board of directors or by a majority vote of the votes cast by the stockholders of the savings bank at any legal meeting.

EXHIBIT 6

Section 321(b) Consent

        Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust FSB hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

	WILMINGTON TRUST FSB
Dated:October 8, 2010	By:	/s/ Joseph P. O'Donnell
	Name:	Joseph P. O'Donnell
	Title:	Vice President

EXHIBIT 7

        This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements.

REPORT OF CONDITION

WILMINGTON TRUST FSB	of	BALTIMORE
Name of Bank		City

in the State of Maryland, at the close of business on June 30, 2010:

	Thousands of Dollars
ASSETS
Cash, Deposits & Investment Securities:		700,143
Mortgage back Securities:		1,183
Mortgage Loans:		548,963
Non-Mortgage Loans:		524,462
Repossessed Assets:		1,661
Federal Home Loan Bank Stock:		6,236
Office Premises and Equipment:		16,010
Other Assets:		163,794
Total Assets:		1,962,452

	Thousands of Dollars
LIABILITIES
Deposits		1,395,302
Escrows		1,042
Federal Funds Purchased and Securities Sold Under Agreements to Repurchase		137,403
Other Liabilities:		171,487
Total Liabilities		1,705,234

	Thousands of Dollars
EQUITY CAPITAL
Common Stock		274,166
Unrealized Gains (Losses) on Certain Securities		84
Retained Earnings		(17,032	)
Other Components of Equity Capital		0
Total Equity Capital		257,218
Total Liabilities and Equity Capital		1,962,452

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Exhibit 25.1

Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee
Item 2. AFFILIATIONS WITH THE OBLIGOR . If the obligor is an affiliate of the trustee, describe each affiliation
Item 16. LIST OF EXHIBITS. List below are all exhibits filed as part of this Statement of Eligibility and Qualification.