EQUIPMENT LEASE AGREEMENT

Exhibit 10.49

EQUIPMENT LEASE AGREEMENT

      THIS EQUIPMENT LEASE AGREEMENT (“Agreement”) is made and entered into on May 28, 2004, by and between GK FINANCING, LLC, a California limited liability company (“GKF”), and Mercy Health Center, an Oklahoma not for profit corporation (“Hospital”), with reference to the following facts:

R E C I T A L S

      WHEREAS, Hospital wants to lease a Leksell Stereotactic Gamma Unit, model C with Automatic Positioning System, manufactured by Elekta Instruments, Inc., as specified in Exhibit A of the LGK Agreement (hereinafter referred to as the “Equipment”); and

      WHEREAS, GKF is willing to lease the Equipment which GKF has acquired from Elekta Instruments, Inc., a Georgia corporation (hereinafter referred to as “Elekta”), to Hospital, pursuant to the terms and conditions of this Agreement.

A G R E E M E N T

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

     1.  Lease . Subject to and in accordance with the covenants and conditions set forth in this Agreement, GKF hereby leases to Hospital, and Hospital hereby leases from GKF, the Equipment. The Equipment to be leased to Hospital pursuant to this Agreement shall include the latest approved Gamma Knife technology available as of the date of this Agreement (i.e., model C with Automatic Positioning System), including all standard hardware and software related thereto.

     2.  LGK Agreement . Simultaneously with the execution of this Agreement, Hospital and Elekta shall enter into that certain LGK Agreement (the “LGK Agreement”), a copy of which is attached hereto as Exhibit A. Hospital shall perform, satisfy and fulfill all of its obligations arising under the LGK Agreement when and as required thereunder. Hospital acknowledges that GKF is a third party beneficiary of the LGK Agreement and, in that capacity, GKF shall be entitled to enforce Hospital’s performance, satisfaction and fulfillment of its obligations thereunder.

     3. Term of the Agreement . The initial term of this Agreement (the “Term”) shall commence as of the date hereof and, unless earlier terminated or extended in accordance with the provisions of this Agreement, shall continue for a period of ten (10) years following the date of the performance of the first clinical Gamma Knife procedure (the “First Procedure Date”) at the

Site. Hospital’s obligation to make the payments to GKF for the Equipment described in Section 8 below shall commence as of the First Procedure Date.

     4.  User License .

          4.1 Hospital shall apply for and obtain in a timely manner a User License from the Nuclear Regulatory Commission and, if necessary, from the applicable state agency authorizing it to take possession of and maintain the Cobalt supply required in connection with the use of the Equipment during the term of this Agreement. Hospital also shall apply for and obtain in a timely manner all other licenses, permits, approvals, consents and authorizations which may be required by state or local governmental or other regulatory agencies for the development, construction and preparation of the Site, the charging of the Equipment with its Cobalt supply, the conduct of acceptance tests with respect to the Equipment, and the use of the Equipment during the Term, as more fully set forth in Article 2.1 of the LGK Agreement. GKF shall reimburse Hospital for its direct costs to obtain a User License and any other licenses, permits, approvals, consents and authorizations required by this Section 4 upon presentation of invoices. In the event Hospital’s application to obtain a User License and any other licenses, permits, approvals, consents and authorizations required to operate the Equipment is denied after Hospital has used its best efforts, this Agreement shall automatically terminate and all parties shall be released from the further performance of any obligations or duties arising under this Agreement. Costs under this Section 4 shall be defined as “Startup Costs”.

     5.  Delivery of Equipment; Site .

          5.1 GKF shall coordinate with Elekta and Hospital to have the Equipment delivered to Hospital at (the “Site”) on or prior to the delivery date agreed upon by Hospital and Elekta in the LGK Agreement. GKF makes no representations or warranties concerning delivery of the Equipment to the Site or the actual date thereof.

          5.2 Subject to Section 6 below, Hospital at its cost and expense, shall provide a safe, convenient Site for the Equipment. The location of the Site shall be subject to the prior approval of GKF.

     6.  Site Preparation and Installation of Equipment .

          6.1 GKF, at its cost and expense, shall prepare all plans and specifications required to prepare, construct and improve the Site for the installation, use and operation of the Equipment during the Term. The plans and specifications (i) shall be approved by Hospital, which approval shall not be unreasonably withheld or delayed; (ii) shall comply in all respects with the Site Planning Criteria attached as Exhibit E to the LGK Agreement (collectively the “Site Planning Criteria”); and (iii) to the extent required by applicable law, shall be submitted to all state and federal agencies for their review and approval. GKF, at its cost and expense, shall obtain all permits, certifications, approvals or authorizations required by applicable federal, state

or local laws, rules or regulations necessary to prepare, construct and improve the Site as provided above.

          6.2 GKF, at its cost and expense, shall prepare, construct and improve the Site as necessary for the installation, use and operation of the Equipment during the Term, including, without limitation, providing all temporary or permanent shielding required for the charging of the Equipment with the Cobalt supply and for its subsequent use, selecting and constructing a proper foundation for the Equipment and the temporary or permanent shielding, aligning the Site for the Equipment, and installing all electrical systems and other wiring required for the Equipment. In connection with the construction of the Site, GKF, at its cost and expense, shall select, purchase and install all radiation monitoring equipment, devices, safety circuits and radiation warning signs required at the Site in connection with the use and operation of the Equipment. GKF shall be responsible for the shipment, storage, placement and removal of all Cobalt and depleted Cobalt in accordance with all State and Federal regulations. Any depleted Cobalt supply shall be properly disposed of by GKF at such time as GKF shall deem necessary, in GKF’s sole and absolute judgment.

          6.3 In addition to construction and improvement of the Site, GKF, at its cost and expense, shall be responsible for the installation of the Equipment at the Site, including the positioning of the Equipment on its foundation at the Site in compliance with the Site Planning Criteria.

          6.4 During the Term, GKF, at its cost and expense, shall maintain the Site in a good working order, condition and repair, reasonable wear and tear excepted.

     7.  Marketing Support . Not less than ninety (90) days prior to the First Procedure Date and the commencement of each succeeding twelve (12) month period during the Term, GKF and Hospital shall jointly develop an annual marketing plan, budget and timeline, which shall be implemented by Hospital with the support of GKF, based on the approved budget and timeline. Hospital’s approval of such plan, budget and timeline shall not be unreasonably withheld or delayed. If Hospital has not approved or disapproved the same within thirty (30) days following its receipt, Hospital shall be deemed to have approved the same. GKF shall be * responsible for any out-of-pocket marketing expenses paid to unrelated third parties that are included in the marketing plan budget. Any marketing efforts conducted independently by Hospital shall be at Hospital’s expense, and subject to coordination with GKF. Hospital’s approval of such plan, budget and timeline shall not unreasonably withheld or delayed.

     8.  Lease Payments .

          8.1 In consideration for and as compensation to GKF for (i) the lease of the Equipment by GKF to Hospital pursuant to this Agreement; (ii) payment of Startup Costs; (iii) the preparation by GKF of all plans and specifications required to prepare, construct and improve the Site for the installation, use and operation of the Equipment; (iv) the preparation, construction and improvement of the Site as necessary for the installation, use and operation of

the Equipment; (v) the installation by GKF of the Equipment at the Site; (vi) the marketing of the services to be provided using the Equipment; (vii) the cost of the individual referenced in Section 11.3 below; and (viii) the maintenance by GKF of the Site in a good working order, condition and repair, on a monthly basis, Hospital shall pay the “Lease Payment” to GKF for each “Procedure” that is performed on any and all patients admitted to Hospital, on an inpatient or outpatient basis, irrespective of whether (a) the Procedure is performed on the Equipment or using any other equipment or devices; or (b) the Procedure is performed by Hospital, its representatives or affiliates or by any other person or entity.

          (1) The “Lease Payment” shall be equal to (a) * of the “Technical Component Collections” relating to each Procedure, less (b) Hospital’s aggregate “Additional Cost Component,” if any, relating to those Procedures performed using the Equipment during the corresponding month.

          (2) “Technical Component Collections” means (a) the total amount actually collected by Hospital or its representatives or affiliates during each month from any and all payor sources, including, without limitation, patients, insurance companies, state or federal government programs or any other third party payors, as reimbursement for the technical component of each Procedure performed on the Equipment or using any other equipment or devices, plus (b) any and all other amounts actually collected by Hospital or its representatives or affiliates during such month from any and all payor sources, including, without limitation, patients, insurance companies, state or federal government programs or any other third party payors, which amounts are related to “Extended Inpatient Days” (as defined below) following a Procedure that is performed using the Equipment or using any other equipment or devices, including, without limitation, any outlier payments. The technical fees to be billed for Procedures performed utilizing the Equipment during the Term of this Agreement shall be an amount which is economically justifiable based upon GKF’s direct operating expenses and its total project costs, together with a return thereon. Hospital shall consult and mutually agree with GKF from time to time regarding the amount of the technical fees to be billed by Hospital for Procedures that are performed utilizing the Equipment and any revisions thereto. Subject to compliance with the standard described in the preceding sentence, Hospital and GKF shall mutually agree on the setting or revision of the amount of the technical fees on no less than an annual basis, and the acceptance of the technical fee component amounts with third party payors prior to their implementation.

          (3) An Additional Cost Component shall apply and be calculated if (a) unexpected complications arise ( e.g. , stroke, heart attack) during the performance of a Procedure using the Equipment such that the patient remains hospitalized for Extended Inpatient Days; and (b) the Extended Inpatient Days and the Procedure are included as part of the same reimbursement claim. Where applicable, the “Additional Cost Component” relating to a Procedure utilizing the Equipment shall be equal to (i) the number of covered (by third party payor) Extended Inpatient Days for that Procedure, multiplied by (ii) the “Additional Cost Per Diem.” Notwithstanding anything to the contrary contained herein, there shall be no deduction from the Lease Payment for any

Additional Cost Component incurred where the Procedure is performed using any equipment or devices other than the Equipment.

          (4) The “Additional Cost Per Diem” shall be equal to the quotient of (i) fifty percent (50%) of the Technical Component Collections from the subject Procedure performed on the Equipment that results in Extended Inpatient Days, divided by (ii) the then-current Medicare Geometric Mean Length of Stay for the Diagnostic Related Group (DRG) under which such discharge was billed (or could have been billed to Medicare), as such Geometric Mean Length of Stay is set forth in the Federal Register.

          (5) “Procedure” shall mean any treatment, whether performed on an inpatient or outpatient basis, that involves stereotactic, external, single fraction, conformal radiation, commonly called Radiosurgery, that may include one or more isocenters during the patient treatment session, delivered to any site(s) superior to the foramen magnum.

          (6) “Extended Inpatient Days” shall mean the number of days after the date of Procedure during which the patient was properly classified as an inpatient, where all services performed during such period are included as part of the same reimbursement claim. The date of discharge shall not be included in the number of Extended Inpatient Days.

No Lease Payment for any Procedure shall be payable by Hospital to GKF unless and until the Technical Component Collections corresponding to such Procedure have been actually collected by the Hospital and/or its representatives or affiliates. On a monthly basis and by the 25th of the following month, Hospital shall remit GKF’s aggregate Lease Payment for the preceding month .

It is acknowledged that the portion comprised of * of the Technical Component Collections relating to each Procedure that is not paid as part of the Lease Payment is a good faith estimate of the costs and expenses that will be incurred by Hospital during the corresponding month for services and personnel associated with the performance of Procedures, including, without limitation, costs and expenses for registered nurses, radiation technicians, recovery room, Hospital daily charges, ventilator daily charges, MRI procedures, CT procedures, angiography procedures, the physicist, laboratory services, pharmacy items, billing and collection services, other direct operating costs, and physical space. Such costs and expenses shall not include (i) Lease Payments, (ii) physician and other professional fees, and/or (iii) direct or indirect administrative overhead expenses. Such percentage shall not be increased, reduced or otherwise modified regardless of whether Hospital’s actual costs and expenses are higher or lower than the amount estimated.

Notwithstanding the foregoing, on each anniversary date of this Agreement, the parties shall meet to review the percentage of the Technical Component Collections that are payable as part of the Lease Payment, and any adjustments thereto must be mutually agreed upon by the parties in writing. Upon request by GKF, Hospital shall promptly furnish GKF with written documentation substantiating Hospital’s costs.

     8.2 Within thirty (30) days following the end of each month (or portion thereof) during the term of this Agreement, Hospital shall pay the Lease Payments to GKF and shall concurrently inform GKF in writing as to the number of Procedures performed during that month utilizing the Equipment and any other equipment or devices. To facilitate Hospital’s billing and collection for Procedures performed, within three (3) business days after any Procedure using the Equipment is performed, the administrative support individual referenced in Section 11.3 below shall provide Hospital with written confirmation of the names of the patients treated. Hospital shall submit claims for reimbursement to the appropriate payors for each Procedure within thirty (30) days after the patient receiving the treatment is discharged. Such claims shall be submitted under Hospital’s provider numbers and license, Hospital shall also diligently follow up any unpaid or denied claims and re-bill and/or contest the same where appropriate so as to maximize Technical Component Collections. All or any portion of any Lease Payment which is not paid in full within sixty (60) days after its due date shall bear interest at the annual rate of five percent (5%) in excess of the Federal Reserve Discount Rate then in effect as published in the Wall Street Journal or similar publication (or the maximum monthly interest rate permitted to be charged by law between an unrelated, commercial borrower and lender, if less) until the unpaid Lease Payment, together with all accrued interest thereon is paid in full. If GKF shall at any time accept a Lease Payment from Hospital after it shall become due, such acceptance shall not constitute or be construed as a waiver of any or all of GKF’s rights under this Agreement, including the rights of GKF set forth in Section 20 hereof.

          8.3 Within thirty (30) days after the close of each month, Hospital shall provide GKF with a written report indicating the status of billings and collections for each Procedure performed during that month, including, without limitation, the amount of the claim submitted, the amount received or denied for each such procedure, and copies of the corresponding Explanation of Benefits (“EOB”). Upon request by GKF, Hospital shall furnish to GKF information regarding reimbursement rates from any or all payor sources for Procedures (applicable to Procedures performed either on an inpatient or outpatient basis). If such reimbursement rates should change at any time or from time to time after the date hereof, in each instance, Hospital shall provide written notice thereof to GKF within five (5) days of Hospital receiving notice thereof. Prior to entering into or renewing any third party payor contracts for the provision of Procedures utilizing the Equipment, Hospital shall consult with GKF regarding the terms and provisions thereof, including the technical component reimbursement rates. GKF shall maintain the confidentiality of all information provided to GKF by Hospital with regard to Procedure charges, billing and reimbursement rates.

          8.4 The parties acknowledge that the Lease Payments payable to GKF and Hospital’s Cost Component reflect their respective fair market value and are not determined in a manner that takes into account the volume or the value of any referral or other business generated between the parties.

          8.5 Within ten (10) days after Hospital’s receipt of written request from GKF, GKF shall have the right to audit Hopsital’s books and records (including, without limitation, the

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books and records pertaining to any other Radiosurgery equipment and devices) during normal business hours to verify the Technical Component Collections and Hopsital’s Cost Component, and Hospital shall provide GKF with access to such books and records.

          8.6 New Technology . Notwithstanding anything to the contrary set forth in Section 8 of this Agreement, if, at any time during the term of this Agreement, Hospital purchases or leases “New Technology,” then, from and after the “New Technology Effective Date,” no Lease Payment shall be payable by Hospital to GKF for any Procedures performed using the New Technology; provided that Hospital shall continue to be responsible for making Lease Payments to GKF for all other Procedures performed on the Equipment or using any other equipment or devices as set forth in this Section 8. Hospital shall provide GKF with not less than one hundred and eighty (180) days prior written notice of Hospital’s intention to purchase or lease New Technology, which written notice shall include any and all documentation evidencing compliance with the definition of New Technology, and which documentation shall be subject to the prior written approval of GKF in its sole but reasonable judgment. As used herein:

               (a) “New Technology” shall mean a treatment modality for performing Procedures which (a) uses medical technology not commercially available as of the date of this Agreement; (b) consists of a single device and not a combination of different types of equipment; and (c) has been documented in at least (3) articles published in peer-reviewed journals in the United States, using five-year minimum follow-up studies, to be more medically appropriate than the Equipment to perform Procedures in treating 65% or greater of the currently treatable Gamma Knife indications.

               (b) “New Technology Effective Date” shall mean the later to occur of (a) the date that is seven (7) years after the First Procedure Date, or (b) the date on which the first clinical Procedure is performed using the New Technology on a patient admitted to Hospital on an inpatient or outpatient basis.

     9.  Use of the Equipment .

          9.1 The Equipment shall be used by Hospital only at the Site and shall not be removed therefrom. Hospital shall use the Equipment only in the regular and ordinary course of Hospital’s business operations and only within the capacity of the Equipment as determined by Elekta’s specifications. Hospital shall not use nor permit the Equipment to be used in any manner nor for any purpose which, in the opinion of Elekta or GKF, the Equipment is not designed or reasonably suitable.

          9.2 This is an agreement of lease only. Nothing herein shall be construed as conveying to Hospital any right, title or interest in or to the Equipment, except for the express leasehold interest granted to Hospital for the Term. All Equipment shall remain personal property (even though said Equipment may hereafter become attached or affixed to real property) and the title thereto shall at all times remain exclusively in GKF.

          9.3 During the Term, upon the request of GKF, Hospital shall promptly affix to the Equipment in a prominent place, or as otherwise directed by GKF, labels, plates, insignia, lettering or other markings supplied by GKF indicating GKF’s ownership of the Equipment, and shall keep the same affixed for the entire Term. Hospital hereby authorizes GKF to cause this Lease or any statement or other instrument showing the interest of GKF in the Equipment to be filed or recorded, or refiled or re-recorded, with all governmental agencies considered appropriate by GKF, at GKF’s cost and expense. Hospital also shall promptly execute and deliver, or cause to be executed and delivered, to GKF any statement or instrument requested by GKF for the purpose of evidencing GKF’s interest in the Equipment, including financing statements and waivers with respect to rights in the Equipment from any owners or mortgagees of any real estate where the Equipment may be located.

          9.4 At Hospital’s cost and expense, Hospital shall (a) protect and defend GKF’s ownership of and title to the Equipment from and against all persons claiming against or through Hospital, (b) at all times keep the Equipment free from any and all liens, encumbrances, attachments, levies, executions, burdens, charges or legal processes imposed against Hospital, and (c) give GKF immediate written notice of any matter described in clause (b).

     10.  Additional Covenants of Hospital . In addition to the other covenants of Hospital contained in this Agreement, Hospital shall, at its cost and expense:

          10.1 Provide properly trained professional, technical and support personnel and supplies required for the proper performance of Gamma Knife procedures utilizing the Equipment. In this regard, Hospital shall maintain on staff a minimum of two (2) Gamma Knife trained teams comprised of neurosurgeons, radiation oncologists and physicists. Hospital shall be provided with six (6) one week Elekta Gamma Knife training sessions for the training of its two (2) Gamma Knife teams. GKF shall also be responsible for the reasonable travel related expenses for the physicians and/or physicists associated with the six (6) Gamma Knife training sessions.

          10.2 Direct, supervise and administer the diagnosis, treatment and care of all patients who receive Gamma Knife procedures.

          10.3 In consultation with GKF, provide reasonable and customary marketing support in terms of administrative and physician support for the Gamma Knife service to be operated by the Hospital.

          10.4 Keep and maintain the Equipment and the Site fully protected, secure and free from unauthorized access or use by any person.

     11.  Additional Covenants of GKF . In addition to the other covenants of GKF contained in this Agreement, GKF, at its cost and expense, shall:

          11.1 Use its best efforts to require Elekta to meets its contractual obligations to GKF and Hospital upon delivery of the Equipment and put the Equipment, as soon as reasonably possible, into good, safe and serviceable condition and fit for its intended use in accordance with the manufacturer’s specifications, guidelines and field modification instructions.

          11.2 Ensure Hospital’s quite enjoyment and use of the Equipment, free of the rights of any other persons except for those rights reserved by GKF or granted to Elekta under the LGK Agreement or the Purchase Agreement.

          11.3 GKF and Hospital shall mutually select an individual to be located at the Site to provide Gamma Knife administrative and marketing support services. The individual’s duties shall include but not be limited to scheduling Gamma Knife patients and coordinating professional and technical personnel and support services to perform said Gamma Knife treatment. This individual shall also verify patient insurance. The individual shall also assist with marketing activities on an as needed basis. This individual is provided by the Hospital and GKF shall reimburse Hospital for the cost of the individual and payment made by GKF to Hospital by the end of the following month. GKF and Hospital shall mutually agree on individual.

     12.  Maintenance of Equipment; Damage or Destruction of Equipment .

          12.1 During the Term and except as otherwise provided in this Agreement, GKF, at its cost and expense, shall (a) maintain the Equipment in good operating condition and repair, reasonable wear and tear excepted, (b) subject to Hospital’s compliance with its obligations under the LGK Agreement and under Sections 4, 5, 9, 10, 12, 13, and 16 hereunder, cause the equipment to be in compliance with all applicable state and federal regulations, and (c) maintain in full force and effect a Service Agreement with Elekta and any other service or other agreements required to fulfill GKF’s obligation to repair and maintain the Equipment under this Section 12. Hospital shall promptly notify GKF in the event of any damage or destruction to the Equipment or of any required maintenance or repairs to the Equipment, regardless of whether such repairs or maintenance are covered or not covered by the Service Agreement. GKF shall pursue all remedies available t