ASSIGNMENT, ASSUMPTION AND AMENDMENT OF LEASE AGREEMENT FOR A GAMMA KNIFE UNIT

Exhibit 10.19b

ASSIGNMENT, ASSUMPTION AND AMENDMENT OF

LEASE AGREEMENT FOR A GAMMA KNIFE UNIT

     This ASSIGNMENT, ASSUMPTION AND AMENDMENT OF LEASE AGREEMENT FOR A GAMMA KNIFE UNIT (this “Amendment”) is made effective as of the close of business on June 30, 2006 (the “Amendment Effective Date”) and is entered into by and among Yale-New Haven Ambulatory Services Corporation , a Connecticut corporation (“ASC”), Yale-New Haven Hospital, Inc. a/k/a Yale-New Haven Hospital, a Connecticut corporation (“YNHH”) and GK Financing, LLC, a California limited liability company (“GKF”).

RECITALS

     WHEREAS, on April 10, 1997 GKF and ASC entered into a Lease Agreement For A Gamma Knife Unit (the “Lease”), which Lease was amended pursuant to an Addendum dated as of October 25, 2005 (the “Addendum”) (the Lease, as amended by the Addendum, is hereinafter referred to as the “Amended Lease”);

     WHEREAS, YNHH is an affiliate of ASC, and ASC desires to transfer and assign its interest in the Amended Lease (as further amended hereby) to YNHH; and

     WHEREAS, ASC, YNHH and GKF desire to further amend the Amended Lease with respect to reimbursement paid to GKF and certain other provisions and to effect such transfer and assignment.

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

	1.		Definitions . All capitalized terms used but not defined herein have the meanings given thereto in the Amended Lease. The lease arrangement as amended and assigned to YNHH hereby is referred to as the “Assigned Lease.”
	2.		Additional Amendments to the Amended Lease. GKF and ASC agree to amend the Amended Lease as follows:

	a.		As of the Amendment Effective Date, Section 7 of the Lease (captioned “Reimbursement to GKF”) and Section 4 of the Addendum (captioned “Lease Payment to GKF”) are deleted and of no further force or effect.
	b.		From and after the Amendment Effective Date, YNHH shall pay to GKF the monthly “Lease Payments” (as defined below), plus , if applicable, the “Additional Payments” (as defined below). The Lease Payments shall be payable within thirty (30) days after the conclusion of each calendar month in which the applicable procedures were performed. In addition to the Lease Payments and the Additional Payments, YNHH shall pay to GKF quarterly payments in an amount equal to one quarter of YNHH’s reasonable projection of the total * due on the Equipment and paid by GKF for each “Contract Year” (as defined below). Within thirty (30) days after the end of each Contract Year, the sum of such quarterly projected payments made by YNHH shall be reconciled against the actual amounts of such expenses, and YNHH or GKF shall, within thirty (30) days thereafter, make a “true up” payment to the other as appropriate. Through the term of the Assigned Lease, and thereafter until final settlement of all amounts owed to or claimed by either party under the Assigned Lease, each party shall have the right at reasonable times and upon reasonable advance notice to inspect, audit and copy the other party’s books and

records which relate to scheduling and billing of, and reimbursement for, Gamma Knife procedures, the Lease Payments and Additional Payments, and the * associated with the Equipment. Notwithstanding the foregoing, the compensation payable to GKF pertaining to procedures performed prior to the Amendment Effective Date shall be calculated and paid by ASC in accordance with Section 4 of the Amended Lease.

i.

As used herein:

	(A)		“Lease Payment” shall mean and be equal to * multiplied by each and every procedure performed after the Amendment Effective Date during the applicable calendar month using the Equipment, irrespective of (1) whether the procedure is performed by YNHH, its representatives or affiliates, or any other person or entity; or (2) the actual amounts billed or collected, if any, pertaining to such procedures.
	(B)		“Affiliate” shall mean as to any YNHH and/or ASC, (1) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such YNHH and/or ASC, or (2) any Person who is a director or officer (aa) of YNHH and/or ASC, (bb) of any subsidiary of YNHH and/or ASC, or (cc) of any Person described in clause (1) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities, by contract or otherwise.
			Without limiting the generality of the foregoing, “Affiliate” shall expressly include the Yale-New Haven Delivery Network and all of its constituent entities, including, without limitation, Yale-New Haven Hospital, Yale-New Haven Children’s Hospital, Yale-New Haven Psychiatric Hospital, Yale-New Haven Ambulatory Services Corp (Temple Medical Center), Yale-New Haven Independent Practice Association (IPA), Yale-New Haven Physician Hospital Organization (PHO), and Medical Center Pharmacy.
			Notwithstanding the foregoing, “Affiliate” shall expressly exclude (aaa) the Bridgeport Delivery Network, comprised of Bridgeport Hospital, Ahlbin Rehabilitation Centers, United Visiting Nurse Association and Bridgeport Hospital Foundation, and (bbb) the Greenwich Delivery Network comprised of Greenwich Hospital, Greenwich Physicians Association, Inc., and Greenwich Hospital Hospice services.
	(C)		“Contract Year” shall mean each successive twelve (12) month period