L E A S E

Exhibit 10.3

L E A S E

among

and

AURORA MEDICAL GROUP, INC.,

Dated as of December                      , 2007

PROPERTY:

TABLE OF CONTENTS

		Page
ARTICLE I			1
1.1. Leased Property			1
1.2. Term			1
1.3. Operating Lease			1
ARTICLE II			2
2.1. Rent			2
2.2. Base Rent			2
2.3. Additional Charges			2
2.4. Net Lease			2
2.5. Reporting Requirements			2
ARTICLE III			3
3.1. Impositions			3
3.2. Utilities			3
3.3. Insurance			3
ARTICLE IV			4
4.1. Condition of the Leased Property			4
4.2. Use of the Leased Property			4
ARTICLE V			4
5.1. Compliance with Laws			4
ARTICLE VI			4
6.1. Maintenance and Repair			4
ARTICLE VII			5
7.1. Construction of Improvements to the Leased Property			5
ARTICLE VIII			5
8.1. Liens			5
ARTICLE IX			5
9.1. Permitted Contests			5
ARTICLE X			6
10.1. General Insurance Requirements			6
10.2. Waiver of Subrogation			7
10.3. Policy Requirements			7
10.4. Blanket Policies and Policies Covering Multiple Locations			7
10.5. No Separate Insurance			7
ARTICLE XI			8
11.1. Insurance Proceeds			8

 i 

		Page
11.2. Insured Casualty			8
ARTICLE XII			9
12.1. Condemnation			9
ARTICLE XIII			10
13.1. Events of Default			10
13.2. Certain Remedies			11
13.3. Receiver			11
13.4. Waiver			11
13.5. Application of Funds			11
ARTICLE XIV			11
14.1. Renewal Terms			11
ARTICLE XV			12
15.1. Holding Over			12
ARTICLE XVI			12
16.1. General Indemnification			12
ARTICLE XVII			13
17.1. Assignment; Sublease			13
ARTICLE XVIII			13
18.1. Estoppel Certificates			13
ARTICLE XIX			13
19.1. Lessor’s Right to Inspect and Show the Leased Property			13
ARTICLE XX			14
20.1. No Waiver			14
ARTICLE XXI			14
21.1. Remedies Cumulative			14
ARTICLE XXII			14
22.1. Acceptance of Surrender			14
ARTICLE XXIII			14
23.1. No Merger			14
ARTICLE XXIV			14
24.1. Quiet Enjoyment			14
ARTICLE XXV			14
25.1. Notices			14

 ii 

		Page
ARTICLE XXVI			15
26.1. First Refusal to Purchase			15
ARTICLE XXVII			16
27.1. Lessor May Grant Liens			16
27.2. Subordination; Attornment; Non-Disturbance			16
ARTICLE XXVIII			16
28.1. Hazardous Substances			16
28.2. Notices			17
28.3. Remediation			17
ARTICLE XXIX			17
29.1. Memorandum of Lease			17
ARTICLE XXX			17
30.1. Authority			17
ARTICLE XXXI			18
31.1. Miscellaneous.			18
31.2. Governing Law			19
31.3. Waiver of Trial by Jury			19
31.4. Entire Agreement			20
31.5. Headings			20
31.6. Counterparts			20
31.7. Interpretation			20
31.8. Force Majeure			20
31.9. Further Assurances			21
31.10. Confidentiality			21
31.11. Guaranty			21

Exhibit A — Legal Description of the Land
Exhibit B — Existing Title Exceptions
Exhibit C — Base Rent Schedule for Leased Property
Exhibit D — Guaranty

 iii 

LEASE

      THIS LEASE (“Lease”) is dated as of the                      day of December, 2007, and is among NNN EASTERN WISCONSIN MEDICAL PORTFOLIO, LLC , a Delaware limited liability company, (“Lessor”) and AURORA MEDICAL GROUP, INC ., a Wisconsin non-stock corporation (“Lessee”).

ARTICLE I.

          1.1. Leased Property . Lessor leases to Lessee and Lessee leases from Lessor all of Lessor’s rights and interests in and to the following (to the extent purchased from Lessee as Seller and as may be added to thereafter) (collectively the “Leased Property”):

     (a) the real property described in Exhibit A attached hereto (the “Land”);

     (b) all buildings, structures, Fixtures and other improvements of every kind now or hereafter located on the Land, including alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site to the extent Lessor has obtained any interest in the same), parking areas and roadways appurtenant to such buildings and structures and any additions funded by Lessor (collectively, the “Leased Improvements”);

     (c) all easements, rights and appurtenances relating to the Land and the Leased Improvements (collectively, the “Related Rights”); and

     (d) all equipment, machinery, fixtures, and other items of real and/or personal property, including all components thereof, now and hereafter located in, on or used in connection with and permanently affixed to or incorporated into the Leased Improvements, including, as present on the Commencement Date, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems, apparatus, sprinkler systems, fire and theft protection equipment, and built-in oxygen and vacuum systems, all of which, to the greatest extent permitted by law, are hereby deemed to constitute real estate, together with all replacements, modifications, alterations and additions thereto (collectively, the “Fixtures”). The Leased Property is subject to the title exceptions set forth on Exhibit B (“Existing Title Exceptions”).

          1.2. Term . The Lease shall be for an initial term commencing upon the acquisition of Leased Property by Lessor (the “Commencement Date”) and terminating on the last day of the calendar month 15 years thereafter (December 31, 2022) unless terminated in accordance with the terms of this Lease. Lessee shall have the right to extend the term of the Lease for three periods of five (5) years each as described in Article XIV. The word “Term” refers to the initial and any Extended Term.

          1.3. Operating Lease . It is the intent of the parties that this Lease be treated for accounting and other purposes as an operating lease. If it should be treated as a capital lease by Lessee’s accountants, the parties will act in good faith to make the Lease an operating lease.

ARTICLE II.

          2.1. Rent . Lessee will pay to Lessor in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset or deduction, Base Rent as described in this Section 2.1. Payments of Base Rent shall be made to Lessor as follows:

                                                                                      , or at such other place or to such other person as Lessor from time to time may designate to Lessee in writing.

          2.2. Base Rent . For the period from the Commencement Date through the expiration of the third Lease Year, Lessee shall pay to Lessor “Base Rent” monthly, in advance on or before the first day of each calendar month, the sum of $                      . The Base Rent per square foot is set forth on the schedule attached as Exhibit C . No Base Rent shall be charged on any alteration paid for by Lessee that expands the floor space. The Base Rent otherwise payable hereunder shall increase by six percent (6%) on the start of the fourth Lease Year and every third annual anniversary thereafter.

          In the event that the Commencement Date shall occur other than on the first day of a month, then the first payment of Base Rent shall be prorated based on the number of days in such month. The first Lease Year shall run from the Commencement Date until the last day of the calendar month one year thereafter in which the Commencement Date occurs.

          2.3. Additional Charges . In addition to the Base Rent, Lessee shall also pay and discharge as and when due and payable all other amounts, liabilities, obligations and “Impositions,” all as defined in Section 3.1 which Lessee is required to pay under this Lease relating to periods during the Term or any Extended Term after the Commencement Date (the “Additional Charges”). If the expiration or earlier termination of the Term is a day other than the last day of a Lease Year, then the amount of the last quarterly installment of Additional Rent shall be paid pro rata on the basis of the actual number of days in such Lease Year. A “Lease Year” shall mean a period of twelve (12) consecutive months commencing on the first day of the first calendar month after the commencement Date (unless the commencement Date is the first day of a calendar month in which event the Lease Year commences on such date). The first Lease Year shall include as well any days between the Commencement Date and the first day of the first calendar month thereafter. The term “Rent” shall include Base Rent and any Additional Charges.

          2.4. Net Lease . This Lease is and is intended to be what is commonly referred to as a net lease. The Base Rent and Additional Charges shall be paid absolutely net to Lessor. So that this Lease shall yield to Lessor the full amount of the installments of Base Rent and Additional Charges throughout the Term. Any existing leases and contracts affecting the Property are subleases and/or subcontracts and are obligations and rights of Lessee (not Lessor). No such documents affect Lessee’s rights or obligations hereunder.

          2.5. Reporting Requirements . In the event that, at any time during the Term, Guarantor ceases to report its financial statements publicly, Lessee shall, no later than five (5) months after the end of each calendar year, provide to Lessor a certified annual balance sheet and profit end loss statement for Guarantor (which may be consolidated with its affiliates, including Lessee).

ARTICLE III.

          3.1. Impositions . Subject to Section 9.1 relating to permitted contests, Lessee shall pay, or cause to be paid, all ad valorem real and personal property taxes or assessments and any payments in lieu of taxes (PILOT) or such other taxes or assessments imposed by governmental authorities or required pursuant to any recorded or unrecorded agreements (which agreements are in effect at the commencement of the Lease or are subsequently entered into by Tenant) affecting the Lease Improvements levied against the Leased Property during the term of the Lease on or after the Commencement Date (“Impositions”) before any fine, penalty or cost may be added for nonpayment. Lessee shall make such payments directly to the taxing authorities where feasible, and promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. For assessments only the current installment of an assessment with installments over the longest period of time per month is included as an Imposition.

          Any refund due from any taxing authority in respect of any Imposition paid by Lessee shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. Any other refund shall be paid over to or retained by Lessor.

          3.1.1. Lessee may, upon notice to Lessor, at Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor. Billings for reimbursement by Lessee to Lessor of personal property or real property taxes shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property with respect to which such payments are made. Any written agreement with the assessor concerning property taxes will be subject to the approval of Lessor, which approval shall not be unreasonably withheld, conditioned or delayed.

          3.1.2. Lessor shall give prompt notice to Lessee of all Impositions payable by Lessee hereunder of which Lessor has knowledge.

          3.1.3. Impositions imposed in respect of the tax-fiscal period during which the Term commences and terminates shall be adjusted and prorated between Lessor and Lessee, whether or not such Imposition is imposed before or after such termination or commencement.

          3.2. Utilities . Lessee shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in the Leased Property and incurred during the Term and on or after the Commencement Date.

          3.3. Insurance . Lessee shall pay or cause to be paid all premiums for the insurance coverage required to be maintained by Lessee hereunder.

ARTICLE IV.

          4.1. Condition of the Leased Property . Lessee acknowledges receipt and delivery of possession of the Leased Property and that Lessee has examined and otherwise has knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease and has found the same to be in good order and repair, to Lessee’s knowledge free from Hazardous Substances not in compliance with any laws or regulations, and satisfactory for its purposes hereunder. Regardless, however, of any examination or inspection made by Lessee and whether or not any patent or latent defect or condition was revealed or discovered thereby, Lessee is leasing the Leased Property “AS IS” in its present condition. Lessee waives any claim or action against Lessor in respect of the condition of the Leased Property including any defects or adverse conditions not discovered or otherwise known by Lessee as of the date hereof.

          4.2. Use of the Leased Property . Lessee may use the Leased Property in connection with any health care use or other use that is permitted by law. Lessee is responsible to obtain any approval or license for its use of the Leased Property.

          Lessee shall not commit or suffer to be committed any waste on the Leased Property or cause or permit any nuisance to exist thereon or with respect thereto. Lessee shall neither suffer nor permit the Leased Property to be used in such a manner as to make possible a claim of adverse use or possession, or an implied dedication of the Leased Property.

ARTICLE V.

          5.1. Compliance with Laws . Subject to Section 9.1 regarding permitted contests, Lessee, at its expense, shall promptly comply with all laws and recorded and unrecorded agreements (which are effective at the commencement of the Lease or are subsequently entered into by Tenant), including without limitation, any recordkeeping and reporting requirements imposed on the owner of the Leased Improvements set forth in such agreements applicable to the Leased Property and regarding the use and operation of the Leased Property. Lessee shall procure, maintain and comply with all licenses of need and other governmental authorizations required for the use of the Leased Property.

ARTICLE VI.

          6.1. Maintenance and Repair . Lessee, at its expense, shall repair and maintain the Leased Improvements in good condition and repair, and, with reasonable promptness, make all necessary and appropriate repairs and replacements thereto of every kind and nature, including those necessary to comply with changes in any laws, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to or after the Commencement Date. Lessee agrees that it is managing all aspects of the operation and the Leased Improvements, at no cost to Lessor. In the event Lessee ceases to provide such management for the Leased Improvements, then Lessee shall either (i) engage professional third party management for the Leased Improvements, at Lessee’s sole cost, or (ii) elect to have Lessor provide such management services and reimburse Lessor’s reasonable costs for providing such services. Lessee shall maintain the Leased Improvements in a manner consistent with that maintained by comparable first class medical facilities in comparable medical markets in the State of Wisconsin.

          Lessee shall, upon the expiration or earlier termination of the Term, vacate and surrender the Leased Property to Lessor in the condition in which the Leased Property was originally received from Lessor and, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Lease and except for ordinary wear and tear and except for damage by casualty. Lessee shall permit Lessor to inspect the Leased Property on reasonable advance notice to Lessee.

ARTICLE VII.

          7.1. Construction of Improvements to the Leased Property . Lessee may make any improvement or addition to the Leased Property (“Improvement”) which will not materially reduce the value of the Leased Property. Notwithstanding the foregoing, without Lessor’s prior written approval (which shall not be unreasonably withheld), Lessee shall not make any Improvement costing in excess of the greater of (i) $250,000 or (ii) 15% of the value of the Leased Property, unless Guarantor maintains a senior unsecured corporate credit rating of not less than BBB- by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or a similar rating by any other nationally recognized statistical rating organization, and each of the following is satisfied (collectively, the “Construction Requirements”): (A) the construction of the Improvement is in accordance with sound construction practices and in compliance with all applicable laws (including without limitation zoning), and upon completion of the Improvement, the Leased Property continues to satisfy all applicable laws (including without limitation zoning); (B) all required permits and governmental required consents are obtained; (C) construction is completed in a lien-free workmanlike manner; (D) the Improvement is architecturally consistent with the rest of the other Leased Improvements; and (E) during the performance of construction, the insurance coverages required hereunder are procured with respect to the Improvement. Furthermore, Lessee shall not demolish a portion of the Leased Property that exceeds 10% of the value of the Leased Property, without Lessor’s prior written approval.

ARTICLE VIII.

          8.1. Liens . Subject to the provisions of Section 9.1 relating to permitted contests, Lessee will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien from any work performed by Lessee on the Leased Property.

ARTICLE IX.

          9.1. Permitted Contests . Lessee, upon prior written notice to Lessor, on its own or in Lessor’s name, at Lessee’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any licensure or certification decision, Imposition, legal requirement or lien; subject, however, to the further requirement that Lessee shall still be obligated to make payments of Base Rent hereunder. If any such contest is finally resolved against Lessor or Lessee, Lessee shall promptly pay the amount required to be paid, together with all interest and penalties accrued

thereon. Lessor, at Lessee’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Section 9.1 shall not be construed to permit Lessee to contest the payment of Rent or any other amount payable by Lessee to Lessor hereunder.

ARTICLE X.

          10.1. General Insurance Requirements . During the Term, Lessee shall at all times keep the Leased Property, and all property located in or on the Leased Property insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the Leased Property is located. All liability type policies must name Lessor as an “additional insured.” All property, loss of rental and business interruption type policies (other than policies relating to Lessee’s personal property) shall name Lessor as “loss payee.” Losses shall be payable to Lessor and/or Lessee as provided in Article XI. In addition, the policies, as appropriate, shall name as an “additional insured” and “loss payee” the holder (“Mortgagee”) of any mortgage, deed of trust or other security agreement (“Facility”) securing any indebtedness or any other Encumbrance placed on the Leased Property in accordance with the provisions of Article XXVII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement. (The parties will discuss and resolve prior to Closing whether Lessee’s policy adds Lessor and the Facility Mortgagee as an “additional named insured” on the liability policies or Lessor obtains a separate policy insuring its negligence with Lessee reimbursing Lessor for the premium of such policy). A certificate of insurance shall be delivered to Lessor upon request. The policies shall insure against the following risks: Loss or damage by fire, lightning, vandalism and malicious mischief, extended coverage perils commonly known as special form perils, including but not limited to explosion, smoke, aircraft or vehicles, riot; or civic commotion, terrorism, burglary, theft, sprinkler leakage, volcanic action, falling objects, weight of snow, ice or sleet, water damage, sinkhole collapse, windstorm or hail, in an amount not less than the insurable value on a replacement cost basis; and

          10.1.1. Claims for bodily injury or property damage under a policy of commercial general liability insurance including contractual liability coverage with amounts not less than Two Million and No/100 Dollars ($2,000,000.00) combined single limit and Four Million No/100 Dollars ($4,000,000.00) in the annual aggregate.

          10.1.2. Ordinance and Law Insurance with amounts not less than Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000) for coverage A, One Million and No/100 Dollars ($1,000,000.00) for coverage B, and One Million and No/100 Dollars ($1,000,000.00) for coverage C.

          10.1.3. For any construction conducted by Lessee at the Land, obtain and maintain builder’s risk insurance in the amount of the full completed value of improvements.

          10.1.4. Business Income and/or Rental Value Insurance in an amount equal to the sum of the Base Rent and Additional Charges payable under the Lease for a period of at least twelve (12) months from the date of any casualty.

          10.2. Waiver of Subrogation . All insurance policies carried by either party covering the Leased Property shall expressly waive any right of subrogation on the part of the insurer against the other party. Each party waives any claims it has against the other party to the extent such claim is covered by insurance.

          10.3. Policy Requirements . Lessee shall pay all of the premiums for the insurance. In the event of the failure of Lessee either to effect such insurance in the names herein called for or to pay the premiums therefor, or to deliver such certificates thereof to Lessor, at the times required, Lessor shall be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefor, in which event the cost thereof shall be repayable to Lessor upon demand therefor. Each insurer shall agree, by endorsement on the policy or policies issued by it, or by independent instrument furnished to Lessor, that it will give to Lessor at least thirty (30) days’ written notice to Lessor and any Mortgagee before the policy or policies in question shall be altered, allowed to expire or cancelled. No policy shall contain a coinsurance clause. Each policy shall have a deductible or deductibles, if any, which are no greater than those normally maintained for similar facilities in the State in which the Leased Property is located.

          Each insurer must have a rating of A:X by Best’s Key Rating Guide and a rating of A or higher from Standard & Poor’s (or the equivalent rating from either Fitch or Moody’s or other nationally recognized institutional rating organization). If an insurer’s rating falls below such rating, after written notice from Lessor, Lessee shall have sixty (60) days to correct the matter by obtaining such insurance from a different insurer, and if Lessee does not do so, then the Lessor may obtain such insurance meeting the terms hereof, with the premium to be paid for by Lessee. Lessee shall not otherwise be in default if any insurer fails to maintain the required rating.

          10.4. Blanket Policies and Policies Covering Multiple Locations . Notwithstanding anything to the contrary contained in this Article, Lessee’s obligations to carry the casualty insurance provided for herein may be brought within the coverage of a blanket policy or policies of insurance carried and maintained by Lessee provided that the insurance limits required under this Article X will be applicable to the Leased Property.

          10.5. No Separate Insurance . Lessee shall not, on Lessee’s own initiative or pursuant to the request or requirement of any third party, (i) take out separate insurance concurrent in form or contributing in the event of loss with that required in this Article to be furnished by, or which may reasonably be required to be furnished by, Lessee or (ii) increase the amounts of any then existing insurance by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of the insurance, including in all cases Lessor and all Facility Mortgagees, are included therein as additional insured and the loss is payable under such insurance in the same manner as losses are payable under this Lease. Lessee shall immediately notify Lessor of the taking out of any such separate insurance or of the increasing of any of the amounts of the then existing insurance by securing an additional policy or additional policies.

ARTICLE XI.

          11.1. Insurance Proceeds . All proceeds up to the amount of the greater of (i) $250,000 or (ii) 15% of the value of the Leased Property payable by reason of any loss or damage to the Leased Property under any policy of insurance required to be carried hereunder shall be paid to Lessor and made available by Lessor to Lessee for the reasonable costs of reconstruction or repair, as the case may be, of any damage to or destruction of the Leased Property, provided no Event of Default is existing and continuing. To the extent that there are insurance proceeds that exceed such amount, or if Guarantor’s senior unsecured corporate credit rating is less than BBB- by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and less than the equivalent rating by all other nationally recognized statistical rating organizations, the proceeds shall be deposited into escrow to be held by a third party escrow agent reasonably acceptable to Lessee, Lessor and Lessor’s mortgage lender (“Lender”) and disbursed pursuant to an escrow agreement reasonably acceptable to Lessee, Lessor, and Lender. Any excess proceeds of insurance remaining after the completion of the restoration or reconstruction of the Leased Property (or in the event neither Lessor nor Lessee is required or elects to repair and restore, all such insurance proceeds) shall be paid to Lessor. Lessee acknowledges that, as additional collateral for its loan from Lender, Lessor has assigned to Lender all of Lessor’s rights and interests in and to any escrow accounts established pursuant to this Lease. Upon request, Lessee agrees to execute and deliver such documentation as may be reasonably requested by the Lender to perfect (or to continue the perfection) of the Lender’s security interest in and to the escrowed funds, as described in the preceding sentence. Notwithstanding the Lessor’s assignment, until such time as Lender shall deliver to the escrow holder and Lessee written notice that Lessor is in default under the terms of the loan from Lender, Lessor shall be permitted to take such actions with regard to the escrowed funds as are contemplated by th