PURCHASE AGREEMENT

EXHIBIT 10.1

EXECUTION COPY

PURCHASE AGREEMENT

between

MICHIGAN RADIATION THERAPY MANAGEMENT SERVICES, INC.

and

FARIDEH R. BAGNE

and

ALEXANDER BAGNE

Dated:  November 14, 2006

 

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PURCHASE AGREEMENT

          This Purchase Agreement (this “Agreement”) is entered into as of this 14 ^th day of November, 2006, by and among Michigan Radiation Therapy Management Services, Inc., a Michigan corporation (“MRTMS” or “Buyer”) and Farideh R. Bagne (“Dr. Bagne”) and Alexander Bagne (“A. Bagne” who together with Dr. Bagne shall be referred to herein individually as a “Seller” and, collectively as, the “Sellers”). 

          Dr. Bagne and A. Bagne collectively own all of the issued and outstanding (i) membership interests in Phoenix Management Company, LLC, a Michigan limited liability company (“Phoenix”); (ii) membership interests in American Consolidated Technologies, LLC, a Michigan limited liability company (“ACT”) and, (iii) partnership interests in Pontiac Investment Associates, a Michigan co-partnership (“PIA”).  Each of Phoenix, ACT and PIA shall be referred to individually herein as a “Management Company” and collectively as the “Management Companies.”  The issued and outstanding membership interests and partnership interests in the Management Companies shall be referred to herein individually as a “Membership Interest” or collectively as the “Membership Interests.”

          Mark J.R. Fireman, M.D. (“Dr. Fireman”) owns all of the issued and outstanding shares of capital stock of each of (i) American Oncologic Associates of Michigan, P.C., a Michigan professional corporation (“AOAM”); (ii) X Ray Treatment Center, P.C., a Michigan professional corporation (“XRAY”); and (iii) RADS, P.C. Oncology Professionals, a Michigan professional corporation (“RADS”).  Each of AOAM, XRAY and RADS shall be referred to herein is a “PC” and, collectively as the “PCs.”  Each of the PCs is managed by one of the Management Companies and as such constitutes an integral part of such Management Company’s business.  The issued and outstanding capital stock of the PCs shall be referred to herein individually as a “Share” or collectively as the “Shares.”  The Management Companies, together with the PCs, shall be referred to collectively herein as the “Company” or the “Companies.”

          In light of the foregoing and as condition to the transactions contemplated herein, Buyer has required Dr. Bagne, and Dr. Bagne has agreed to make representations, warranties, covenants, and indemnities with respect to the PCs as set forth herein in lieu of the provision of equivalent representations, warranties, covenants and indemnities made by Dr. Fireman, except as to Dr. Fireman’s confirmation during his redemption of his Shares as contemplated in the transaction below that Dr. Fireman: (i) has title and is the record holder of all of the issued and outstanding Shares in the PCs; (ii) has not encumbered the Shares of the PCs; and (iii) is able to effectuate the transfer of the Shares of the PCs as contemplated herein.  These representations, warranties, covenants and indemnities are an integral part of this Agreement without which Buyer would not enter the transactions contemplated herein.

          This Agreement contemplates a transaction in which (i) at Closing, MRTMS will purchase from Dr. Bagne and A. Bagne, and Dr. Bagne and A. Bagne will sell to MRTMS, all of the Membership Interests of Phoenix and ACT; (ii) at Closing, Dr. Bagne and Dr. Fireman will cause Shares of each PC to be issued to Michael J. Katin, M.D. (“Dr. Katin”) such that Dr. Katin will hold, after the simultaneous redemption of Dr. Fireman’s shares described below, all of the Shares of each of AOAM, XRAY and RADS; (iii) at Closing, Dr. Bagne and Dr. Fireman will cause each of AOAM, XRAY and RADS to redeem all of the Shares of such PCs held by Dr. Fireman,

 

which Shares constitute all of the issued and outstanding Shares of such PCs, except for the Shares of such PCs simultaneously issued to Dr. Katin, for an aggregate redemption amount of one hundred fifty thousand dollars ($150,000), to be paid out of existing funds of the PCs and not as additional Purchase Price hereunder, such that, after the simultaneous issuance of Shares to Dr. Katin described above, Dr. Katin will own all of the Shares of each of AOAM, XRAY and RADS; (iv) immediately prior to Closing, the Employee Lease Agreement between Phoenix and JAVA Consolidated, LLC, a Michigan limited liability company (“JAVA”) will be amended in the form attached hereto as Exhibit A ; (v) at Closing, Radiation Therapy Services, Inc., a Florida corporation, shall execute and deliver to Sellers and PIA that certain Continuing Corporate Guaranty, in the form attached hereto as Exhibit B ; and (vi) after the Closing, only upon the occurrence of either (A) MRTMS’s exercise of its PIA Option (as such term is defined and further described in §2(c)(i) below), or (B) MRTMS’s receipt of the St. Joseph’s Consent (as such term is defined and further described in §2(c)(ii) below), MRTMS and its designee shall purchase from Dr. Bagne and A. Bagne and Dr. Bagne and A. Bagne shall be obligated to sell to MRTMS and its designee all of the issued and outstanding Membership Interest of PIA, on the terms and conditions set forth in §2(c).

          Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.

          1.           Definitions.

          “Accounts Payable” means all Liabilities of the Companies incurred by or for the business of the Companies for the period prior to and through the close of business on the Closing Date, including, without limitation, trade accounts payable.  Without limiting the foregoing, specifically included in the definition of Accounts Payable are all accounting, legal and consultant charges and fees arising prior to this transaction or created by this transaction, including, without limitation, the fees and charges of Deloitte & Touche Corporate Finance, LLC (“D&TCF”) and Kupelian Ormond & Magy, P.C.

          “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, assessments, fines, costs, amounts paid in settlement, Liabilities, obligations, debts, Taxes, liens, losses, expenses, and fees (including court costs, interest, and reasonable attorneys’, accountants’ and other experts’ fees and expenses or other expenses of litigation).  Notwithstanding the foregoing, the term Adverse Consequences shall not include: (i) any consequential, punitive or exemplary damages arising out of any direct claim made by one of the Parties hereto against another Party hereto (it being understood that consequential, punitive and/or exemplary damages shall only be included in Adverse Consequences paid by a Party if such damages are paid to a third party); and (ii) any of the following actions which occur after the Closing Date: (a) a decrease in the number of patients treated by the Companies; (b) a loss of profits of any of the Companies; (c) injury to the reputation of the Buyer or its Affiliates or Subsidiaries or any of the Companies, or (d) a decrease in the share price of the Buyer or any of its Affiliates or Subsidiaries.

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          “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

          “Affiliated Group” means any affiliated group within the meaning of Code § 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

          “Basis” means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

          “Buyer” has the meaning set forth in the preface above.

          “Closing” has the meaning set forth in § 2(h) below.

          “Closing Cash Payment” has the meaning set forth in § 2(d)(vi) below.

          “Closing Date” has the meaning set forth in § 2(h) below.

          “COBRA” means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code § 4980B and of any similar state law.

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Confidential Information” means any information concerning the businesses and affairs of the Companies that is not already generally available to the public.

          “Controlled Group” has the meaning set forth in Code § 1563.

          “Disclosure Schedule” has the meaning set forth in § 3(a) below.

          “Employee Benefit Plan” means any “employee benefit plan” (as such term is defined in ERISA § 3(3)) and any other employee benefit plan, program or arrangement of any kind.

          “Employee Pension Benefit Plan” has the meaning set forth in ERISA § 3(2).

          “Employee Welfare Benefit Plan” has the meaning set forth in ERISA § 3(1).

          “Environmental, Health, and Safety Requirements” shall mean all federal, state, local, and foreign statutes, regulations, ordinances, and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations, and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances, or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise, or radiation, each as amended and as now or hereafter in effect.

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          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

          “ERISA Affiliate” means each entity that is treated as a single employer with each Company for purposes of Code § 414.

          “Escrow Agent” has the meaning set forth in § 2(d) below.

          “Escrow Agreement” means the escrow agreement entered into concurrently herewith and attached hereto as Exhibit G . 

          “Escrow Amount” has the meaning set forth in § 2(d)(i) below.

          “Fiduciary” has the meaning set forth in ERISA § 3(21).

          “Financial Statements” has the meaning set forth in § 4(i) below.

          “FIRPTA Affidavit” has the meaning set forth in § 7(a)(vi) below.

          “GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

          “Governmental Authority” or “Governmental Authorization” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision.

          “Indebtedness” of any Person means all Liabilities of such Person (a) for borrowed money, debts or indebtedness, (b) evidenced by notes, bonds, debentures or similar instruments, (c) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business), (d) under capital leases, or (e) in the nature of guarantees of the obligations described in clauses (a) through (d) above of any other Person.

          “Indemnified Party” has the meaning set forth in § 8(e) below.

          “Indemnifying Party” has the meaning set forth in § 8(e) below.

          “Intellectual Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including source code, executable code, data, databases, and related documentation), (g) all advertising and promotional materials, (h) all other proprietary rights, and (i) all copies and tangible embodiments thereof in whatever form or medium.

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          “Knowledge” means actual or constructive knowledge.  Constructive knowledge shall mean knowledge that one using reasonable care or diligence should have, and therefore that would be attributed by law to a given person in similarly situated closely held businesses in Michigan.

          “Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property held by the Companies.

          “Leases” means all leases, subleases, ground leases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which any Company holds any Leased Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of any Company thereunder.

          “Liability” or “Liabilities” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

          “Lien” means any mortgage, pledge, lien, encumbrance, charge, or other security interest.

          “Material Adverse Effect” or “Material Adverse Change” means any effect or change that would be materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of the Companies, taken as a whole, or on the ability of Sellers or Buyers to consummate timely the transactions contemplated hereby (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether Buyer has knowledge of such effect or change on the date hereof).

           “Most Recent Balance Sheet” means the balance sheet contained within the Interim Period End Financial Statements.

          “Most Recent Fiscal Year End” has the meaning set forth in § 4(i) below.

          “Multiemployer Plan” has the meaning set forth in ERISA § 3(37).

          “Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

          “Owned Real Property” means all land, together with all buildings, structures, improvements, and fixtures located thereon, including all electrical, mechanical, plumbing and other building systems, fire protection, security and surveillance systems, telecommunications, computer, wiring, and cable installations, utility installations, water distribution systems, and landscaping, together with all easements and other rights and interests appurtenant thereto, together with all Owned Real Property Leases, including the right to all security deposits and other amounts and instruments deposited by or on behalf of any of the Companies thereunder owned by any Company.

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          “Owned Real Property Lease” means all leases, subleases, ground leases, licenses or other agreements (written or oral) pursuant to which any Company conveys or grants to any Person a leasehold estate in, or the right to use or occupy, any Owned Real Property or portion thereof.

          “Party” or “Parties” means any or all, as the case may be, of the individuals or entities that is a Company, Seller or Buyer.

          “PBGC” means the Pension Benefit Guaranty Corporation.

          “Permit” has the meaning set forth in § 4(o) below.

          “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

          “Prohibited Transaction” has the meaning set forth in ERISA § 406 and Code § 4975.

          “Purchase Price” has the meaning set forth in § 2(d) below.

          “Real Property” has the meaning set forth in § 4(w)(iii) below.

          “Reportable Event” has the meaning set forth in ERISA § 4043.

          “Schedule” or “Schedules” means those schedules containing disclosure included in the Disclosure Schedules and the Buyer Disclosure Schedules.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Subsidiary” or “Subsidiaries” means, with respect to any Person, any or all, as the case may be, corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof 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 or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof 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 and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be or control any managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

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          “Tax” or “Taxes” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code § 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

          “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

          “Third Party Claim” has the meaning set forth in § 8(e) below.

          2.           Basic Transaction.

                       (a)           Closing Date Purchase and Sale .  On and subject to the terms and conditions of this Agreement, at Closing: MRTMS agrees to purchase from Dr. Bagne and A. Bagne and Dr. Bagne and A. Bagne agree to sell to MRTMS, all of the Membership Interests of Phoenix and ACT.

                       (b)           Closing Date Issuance and Redemption .  Simultaneous with the purchase and sale referred to in § 2(a) above, at Closing, Dr. Bagne, Dr. Fireman and Dr. Katin will enter into those certain Stock Issuance and Redemption Agreements in the form attached hereto as Exhibit C pursuant to which Dr. Katin is issued Shares in AOAM, XRAY and RADS and Dr. Fireman’s Shares in such PCs are redeemed (the “Issuance and Redemption Agreements”).

                       (c)           Potential Purchase of PIA Membership Interest .

                                      (i)           PIA Option .  From and after the date hereof, through and including the Expiration Date, as such is defined in the Sublease Agreement attached hereto as Exhibit N , MRTMS and its designee, shall have the option to purchase all of the issued and outstanding partnership interests in PIA, free and clear of any and all Liens and encumbrances of any kind, for consideration in the amount of Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000) (the “PIA Option”).  The PIA Option may be exercised by delivery of an option exercise letter (the “Exercise Notice”) substantially in the form set forth in Exhibit D attached hereto.  Such purchase will be made in accordance with the terms of a Partnership Interest Purchase Agreement substantially in the form set forth in Exhibit E attached hereto.  The closing of such purchase of the Membership Interest of PIA shall be completed no later than forty-five (45) days from Seller’s receipt of Exercise Notice.

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                                        (ii)           St. Joseph’s Consent .

                                                       (A)          In the event PIA receives written consent from St. Joseph’s, in a form reasonably acceptable to MRTMS (“St. Joseph’s Consent”), which St. Joseph’s Consent shall: (i) consent to the sale by Dr. Bagne and A. Bagne to MRTMS and its designee of all of the issued and outstanding Membership Interests in PIA; (ii) acknowledges that the certain Ground Lease dated August 19, 1988 between Pontiac Bloomfield Terraces Corporation (“PBTC”) and PIA, together with the two (2) Addendum dated August 19, 1988 and the Second Addendum dated September 20, 1992, and the First Amendment to Ground Lease dated July 14, 2005 (collectively, the “Ground Lease”) remains in full force and effect, then Dr. Bagne and A. Bagne hereby agrees to sell, and MRTMS and its designee hereby agrees to purchase, of all of the issued and outstanding Membership Interests in PIA, free and clear of any and all Liens and encumbrances of any kind for consideration in the amount of Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000).  Such purchase will be made in accordance with the terms of a Partnership Interest Purchase Agreement substantially in the form set forth in Exhibit E attached hereto.  The closing of such purchase of the Membership Interest in PIA shall be completed no later than forty-five (45) days from Seller’s receipt of the St. Joseph’s Consent.  For purposes of this Agreement, the term Ground Lease shall include the Ground Lease, together with the Center (as defined in the Ground Lease) and all trade fixtures, improvements and other appurtenances associated with the Center which are owned by PIA.

                                                       (B)          In connection with the foregoing, the Parties agree that, within three (3) Business Days of the Closing Date, Sellers shall cause Dr. Fireman to provide written notification, under the terms and conditions of the Ground Lease indicating that: (i) effective November 14, 2006 Dr. Katin has been appointed as the new President of AOAM; (ii) Dr. Katin is a licensed physician in the State of Michigan and is a radiation oncologist, certified by the Board of Radiology in the specialty of Radiation Oncology; (iii) Dr. Bagne will continue to be the Managing Partner of PIA; and (iv) Dr. Fireman will continue to be the Key Physician of AOAM for the clinical services under the Ground Lease (the “St. Joseph’s Notification”), which shall be identical to Exhibit F attached hereto.

                                                       (C)          To the extent Buyer seeks to cause AOAM to replace Dr. Fireman or any successor Keyman, such replacement Keyman shall have the following credentials: (i) a valid Michigan medical license; (ii) board certification in radiology, with a specialty of radiation oncology; (iii) maintain medical staff privileges in good standing at St. Joseph Mercy Hospital; and (iv) actively practice at St. Joseph Mercy Hospital.  Furthermore, to the extent Buyer seeks to cause AOAM to switch Presidents from Dr. Katin or any successor President, such President shall have the following credentials: (i) a valid Michigan medical license; and (ii) board certification in radiology, with a specialty in radiation oncology.  Buyer shall provide the information to Dr. Bagne necessary to confirm that such new Keyman or President holds the above referenced credentials prior to giving notice to St. Joseph Mercy Hospital as to such proposed change.

                       (d)           Purchase Price .  At Closing, Buyer agrees to pay to Sellers an amount equal to Forty Five Million Eighty Hundred Thirty Thousand Dollars ($45,830,000) minus the adjustment amount calculated in accordance with §2(e) below (the “Purchase Price”), which Purchase Price shall be payable as follows:

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                                       (i)           Escrow Amount.   Three Million Three Hundred Thousand Dollars ($3,300,000) of the Purchase Price (the “Escrow Amount”) shall be paid, as contemplated by §8(b)of this Agreement, to JP Morgan Chase & Co., as escrow agent (the “Escrow Agent”), who shall hold the Escrow Amount in accordance with the terms of that certain escrow agreement to be entered into between the Seller, Purchaser and Escrow Agent, in the form set forth in Exhibit G attached hereto (the “ Escrow Agreement ”).

                                       (ii)          Payment of Company Indebtedness .  The Buyer, at the Sellers’ direction and on behalf of the Sellers, shall pay at the Closing out the Purchase Price, by wire transfer or delivery of other immediately available funds, the following: (i)  the Companies’ and Sellers’ aggregate existing commercial or lending institution Indebtedness in such amounts and to such Person identified on Schedule 2(d)(ii) of the Disclosure Schedule; and (ii) the Companies’ and Seller’s aggregate existing Indebtedness under capital leases in such amounts and to such Person identified on Schedule 2(d)(ii) of the Disclosure Schedule.

                                        (iii)        Companies/Sellers Related Party Debt .  The Buyer, at the Sellers’ direction and on behalf of the Sellers, shall pay at the Closing out the Purchase Price, by wire transfer or delivery of other immediately available funds, the Companies and/or Sellers related party debt, all of which is set forth in detail on Schedule 2(d)(iii) of the Disclosure Schedules.  Upon the Closing and payment of such related party debt, the Companies and Sellers hereby mutually waive, release and discharge, and forever hold harmless each other from such related party debt.

                                       (iv)         Tax Withholding Amount .  The Parties agree and acknowledge that Five Million Two Hundred Eight Thousand Dollars ($5,280,000) of the Purchase Price (the “Tax Withhold Amount”) shall be paid to Garfunkel, Wild & Travis, P.C., as escrow agent (the “Tax Withhold Escrow Agent”), who shall hold the Tax Withhold Amount in escrow until directed by Buyer, in its sole discretion, to distribute such amount, all in accordance with the terms of an escrow agreement between Buyer and the Tax Withhold Escrow Agent.  Notwithstanding anything herein to the contrary, the Sellers shall not be liable for any acts or omissions relating to the escrow account by the Tax Withhold Escrow Agent or otherwise.  The Buyer and Sellers agree and acknowledge that the Tax Withhold Amount is being withheld for the payment of Taxes by the PCs in accordance with Sellers’ direction to the Buyer to pay $8,824,483.52 of the Purchase Price to JP Morgan Chase & Co. with respect to the commercial Indebtedness of the PCs owed to JP Morgan Chase & Co., as stated on Schedule 2(d)(ii) of the Disclosure Schedules and the tax effect to the PC’s in connection with the forgiveness of $500,000 of PC debt to the Management Companies which forgiveness occurred immediately prior to Closing (collectively, the “PC Debt Payoff and Forgiveness”).  In the event that the Tax Liabilities for the PC’s for 2006 in connection with the PC Debt Payoff and Forgiveness is less than $5,280,000, the Buyer shall promptly pay to Dr. Bagne fifty percent (50%) of the difference of the Tax Withhold Amount and the actual taxes as a result of such PC Debt Payoff and Forgiveness.  Dr. Bagne shall be entitled to review any and all 2006 PC tax returns and back-up documentation in connection therewith.

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                                       (v)          RADS Indebtedness to Dr. Bagne and ACT Indebtedness to RADS.   As a result of the sale and transfer of assets from RADS to ACT as evidenced by the Bill of Sale in the form set forth in Exhibit Q attached hereto and in light of the related party Indebtedness of RADS to Dr. Bagne as reflected in Schedule 2(d)(iii) of the Disclosure Schedules, Buyer, at the Sellers’ direction, shall pay at the Closing out of the Purchase Price, Nine Hundred Eighty Thousand Four Hundred Sixty-Three Dollars and Sixty-Seven Cents ($980,463.67) to Dr. Bagne to reflect RADS’ receipt of consideration associated with the sale and transfer of assets from RADS to ACT and RADS’ repayment of related party Indebtedness to Dr. Bagne.

                                       (vi)         Closing Cash Payment .  Buyer’s delivery of the remainder of the Purchase Price (after payment of a portion of the Purchase Price as set forth in §§2(d)(i), (ii), (iii), (iv) and (v)above (the “ Closing Cash Payment ”) to Sellers, by wire transfer or delivery of other immediately available funds.

                                       (vii)        Allocation of Closing Cash Payment Among Sellers . The Purchase Price Closing Cash Payment shall be allocated among the Sellers in proportion to their respective profit and loss sharing interests as set forth in Exhibit H .

                       (e)            Adjustment to Purchase Price .  On the Closing Date, the Purchase Price (and the Closing Cash Payment) shall be:

                                       (i)          reduced by an amount equal to:

                                                     (A)          all Accounts Payable of the Companies’ through the Closing Date, including, without limitation, to those Persons identified on Schedule 2(e)(i) ; and

                                                     (B)          the cash value of all accrued but unpaid expenses, of the Companies’ through the Closing Date as set forth on Schedule 2(e)(ii) , including, without limitation, those accrued but unpaid benefits earned by employees of any of the Management Companies, the PCs and JAVA, including, without limitation any and all accrued vacation, sick and personal days; and shall be further

                                       (ii)          adjusted (either increased or decreased as the case may be) by an amount equal to:

                                                      (A)          all utility charges, real estate and personal property taxes, monthly rental payments and common area charges under any Leased Real Property assumed by Buyer pursuant to this Agreement, amounts prepaid in respect of all Contracts of the Companies (except for those Contracts Buyer desires for Seller to terminate) and similar prepaid items shall be prorated between Seller and Buyer through the Closing Date.

                       (f)           [INTENTIONALLY OMITTED]

                       (g)            Excluded Assets .  The following assets of the Companies shall remain the sole and separate assets of Dr. Bagne) following the Closing:

                                       (i)          all cash and cash equivalents of the Companies through the Closing Date;

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                                       (ii)         the accounts receivable of the Companies existing through the Closing Date;

                                       (iii)        the following personal items of Dr. Bagne: (i) personal art, crafts and photos, (ii) all of Dr. Bagne’s divorce proceeding documents, and (iii) the computer equipment (including CPUs, monitors and printers) and other related equipment of Dr. Bagne’s and her personal assistants as set forth on Schedule 2(g)(iii) of the Disclosure Schedules; and

                                       (iv)        those certain vehicles set forth on Schedule 2(g)(iv) of the Disclosure Schedules.

                       (h)            Closing .  The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by telephone, mail, electronic mail and/or facsimile or at a location mutually agreed upon by MRTMS and Dr. Bagne, commencing at 9:00 a.m. Eastern Standard Time (“EST”) on November 14, 2006 and shall be effective at 11:59 p.m. on November 14, 2006.

                       (i)            Deliveries at Closing .  At the Closing, (i) Sellers will deliver to Buyer the various certificates, instruments, and documents referred to in § 7(a) below, (ii) Buyer will deliver to Sellers the various certificates, instruments, and documents referred to in § 7(b) below, (iii) Sellers will deliver (x) to Buyer, certificates representing all of the Membership Interests in Phoenix and ACT and (y) to Dr. Katin stock certificates representing all of the Shares of AOAM, XRAY and RADS as acquired under the Issuance and Redemption Agreements, (iv) Buyer will deliver to the Escrow Agent, the Escrow Amount specified in § 2(d)(i) above, (v) Buyer, at the Sellers’ direction and on behalf of the Sellers will deliver to the Persons in § 2(d)(ii) and § 2(d)(iii) the amounts due such Persons as set forth in § 2(d)(ii) and § 2(d)(iii); (vi) Buyer will deliver to the Tax Withhold Escrow Agent, the Tax Withhold Amount specified in § 2(d)(iv); and (vii) Buyer will deliver to Sellers, the Closing Cash Payment as specified in § 2(d)(vi).

          3.           Representations and Warranties Concerning the Transaction.

                       (a)           Representations and Warranties Concerning the Sellers .  Dr. Bagne on behalf of the Sellers hereby represents and warrants to Buyer that the statements contained in this § 3(a) are correct and complete as of the Closing Date, except as expressly set forth in the disclosure schedule delivered by Sellers to Buyer on the date hereof and attached hereto (the “Disclosure Schedule” or “Disclosure Schedules”).  Nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail.  Without limiting the generality of the foregoing, the mere listing or inclusion of a copy of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself).  The Disclosure Schedules will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement.

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                                       (i)           Authorization of Transaction .  Each Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform her and his obligations hereunder.  This Agreement constitutes the valid and legally binding obligation of each Seller, enforceable in accordance with its terms and conditions.  Dr. Fireman, with Dr. Bagne, has full power and legal right to sell, transfer and deliver the Redeemed Stock (as such term is defined in the Issuance and Redemption Agreements) to the respective PCs and to consummate and close the transactions provided for in the Issuance and Redemption Agreements and the transaction contemplated therein would not result in the violation of any other agreement to which Dr. Fireman, Dr. Bagne and/or any of the PCs are a party or by which any of them are bound.  The Issuance and Redemption Agreements constitute the valid and legally binding obligation of Dr. Bagne and Dr. Fireman, enforceable in accordance with their terms and conditions.  Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.  The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by each Seller.

                                       (ii)          Noncontravention .  Except as set forth on Schedule 3(a)(ii) of the Disclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority, or court to which any Seller is subject, (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any Seller is a party or by which he or she is bound or to which any of his or her assets is subject, or (C) result in the imposition or creation of a Lien upon or with respect to the Membership Interests or the Shares.

                                       (iii)         Brokers’ Fees .  None of the Sellers have any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement, except that the Sellers acknowledge that the Companies have an agreement with D&TCF as a broker, whereby the Sellers shall be solely responsible to pay to D&TCF out of the Closing Cash Payment a fee in connection with this transaction.

                                       (iv)         Membership Interests .  Dr. Bagne and A. Bagne hold of record and own beneficially the number or percentage of Membership Interests set forth opposite their names on Schedule 3(a)(iv) of the Disclosure Schedule, free and clear of any restrictions on transfer, Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.  Neither Dr. Bagne nor A. Bagne is a party to any option, warrant, purchase right, or other contract or commitment that could require her or him to sell, transfer, or otherwise dispose of any of the Membership Interests (other than this Agreement).  Neither Dr. Bagne nor A. Bagne is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Membership Interests.

                                       (v)          PC Shares .  Dr. Fireman holds of record and owns beneficially the number of Shares set forth opposite his name on Schedule 3(a)(v) of the Disclosure Schedule, free and clear of any restrictions on transfer, Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.  Except as set forth on Schedule 3(a)(v) of the Disclosure Schedule, Dr. Fireman is not: (i) a party to any option, warrant, purchase right, or other contract or commitment that could require him to sell, transfer, or otherwise dispose of any of the Shares (other than this Agreement); or (ii) a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Shares.

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                       (b)            Representations and Warranties Concerning the Buyer .  MRTMS represents and warrants to Sellers that the statements contained in this § 3(b) are correct and complete as of the Closing Date, except as expressly set forth in the disclosure schedule delivered by the Buyer to the Sellers on the date hereof (the “Buyer Disclosure Schedule”). Nothing in the Buyer Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Buyer Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail.  Without limiting the generality of the foregoing, the mere listing or inclusion of a copy of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself).  The Buyer Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement.

                                       (i)           Organization of MRTMS .  MRTMS is a corporation duly organized, validly existing, and in good standing under the laws of the State of Michigan.

                                       (ii)          Authorization of Transaction .  Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions.  Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.  The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

                                       (iii)         Noncontravention .  Except as set forth on Schedule 3(b)(iii) of the Buyer Disclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority, or court to which Buyer is subject or any provision of its charter, bylaws, or other governing documents or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject.

                                       (iv)         Brokers’ Fees .  Buyer has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which any Seller could become liable or obligated.

                                       (v)          Investment .  Buyer is not acquiring the Membership Interests or Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.

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          4.           Representations and Warranties Concerning the Companies .  Dr. Bagne, on behalf of the Companies, hereby represents and warrants to Buyer that the statements contained in this § 4 are correct and complete, except as expressly set forth on the Disclosure Schedules on the date hereof and attached hereto. 

                       (a)           Organization, Qualification, and Corporate Power of the PCs .   Each of the PCs is a professional corporation duly organized, validly existing, and in good standing under the laws of the State of Michigan.  No PC conducts business outside of the State of Michigan except as set forth on Schedule 4(a)(i) of the Disclosure Schedules.  Each of the PCs is duly authorized to conduct business and is in good standing under the laws of the State of Michigan.  Each of the PCs has full corporate power and authority and all licenses, permits, and authorizations including, without limitations, a valid certificate of need (“CON”) issued by the Michigan Department of Community Health (“MDCH”) necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.  Schedule 4(a)(ii) of the Disclosure Schedule lists the directors and officers of each of the PCs.  Dr. Bagne delivered to Buyer correct and complete copies of the charter and bylaws of each of the PCs as amended to date as evidenced on Schedule 4(a)(iii) of the Disclosure Schedules.  Schedule 4(a)(iii) of the Disclosure Schedules lists all of the minute books containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors, the stock certificate books, and the stock record books of each of the PCs that have been delivered to Buyer or which shall be delivered to Buyer before the Closing Date and are correct and complete in all material respects.  None of the PCs is in default under or in violation of any provision of its charter or bylaws.

                       (b)           Organization, Qualification, and Power of the Management Companies .  Each of Phoenix and ACT is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan.  PIA is a co-partnership duly organized and validly existing under the laws of the State of Michigan.  No Management Company conducts business outside of the State of Michigan, except as set forth on Schedule 4(b)(i) of the Disclosure Schedule.  Phoenix and ACT are duly authorized to conduct business and are in good standing under the laws of the State of Michigan.  Each of the Management Companies has full power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.  Schedule 4(b)(ii) of the Disclosure Schedule lists the managers, members/partners, directors and officers of each of the Management Companies.  Sellers have delivered to Buyer correct and complete copies of the organizational documents and operating agreements of each of the Management Companies, as amended to date.  To the extent that they exist, the minute books containing the records of meetings of the members, partners, the managers and any committees of the managers, the Membership Interest certificate books, and the Membership Interest record books of each Management Company (except PIA) have been delivered to Buyer or which shall be delivered to Buyer before Closing and are correct and complete in all material respects.  None of the Management Companies is in default under or in violation of any provision of its organizational documents or operating agreements.

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                       (c)           Capitalization of the PCs .  Schedule 4(c) of the Disclosure Schedule sets forth the entire issued and authorized capital stock of each of the PCs.  All of the issued and outstanding Shares have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record by Dr. Fireman as set forth in Schedule 4(c) of the Disclosure Schedule.  The Redeemed Stock (as defined in the Issuance and Redemption Agreements) represents all of the interest owned by Dr. Fireman in the PCs and all of the issued and outstanding Shares of the PCs other than the shares simultaneously issued to Dr. Katin pursuant to the Issuance and Redemption Agreements.  There is not pending, nor to Dr. Bagne’s knowledge has Dr. Fireman, Dr. Bagne or any PC been threatened with any claims (notwithstanding the definition of claims contained herein, for the purposes of this subsection only, the term Claims shall be as defined in the Issuance and Redemption Agreements) or any other proceeding which could adversely affect the ability of Dr. Fireman, Dr. Bagne and/or any of the PCs to perform any of his/her or its obligations under the terms of the Issuance and Redemption Agreements.  There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any PC or Dr. Fireman to issue, sell, or otherwise cause to become outstanding any of the capital stock of any PC, except as set forth on Schedule 4(c) of the Disclosure Schedule.  There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to any PC.  There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of any PC.

                       (d)           Capitalization of the Management Companies .  The entire issued and authorized Membership Interests of each of the Management Companies are set forth in Schedule 4(d) of the Disclosure Schedule.  All of the issued and outstanding Membership Interests have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record by Dr. Bagne and A. Bagne as set forth in Schedule 4(d) of the Disclosure Schedule.  There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any Management Company, Dr. Bagne or A. Bagne to issue, sell, or otherwise cause to become outstanding any membership interest in any Management Company.  There are no outstanding or authorized membership interest appreciation, phantom membership interest, profit participation, or similar rights with respect to any Management Company.  There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Membership Interests of any Management Company.

                       (e)           Noncontravention .  To Dr. Bagne’s Knowledge, except as set forth on Schedule 4(e) of the Disclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority, or court to which any of the Companies is subject or any provision of the charter or bylaws or organizational documents or related agreements, as the case may be, of any of the Companies or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of the Companies is a party or by which it is bound or to which any of their assets is subject (or result in the imposition of any Lien upon any of their assets).  None of the Companies needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

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                       (f)           The Companies’ Brokers’ Fees .  None of the Companies has any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement, except as identified in § 3(a)(iii) above, which such fees shall be paid by the Sellers out of the Closing Cash Payment in connection with this transaction.

                       (g)           Title to Assets .  Except as set forth on Schedule 4(g)(i) of the Disclosure Schedule or the Register of Deeds of each county where any Real Property is located, the Companies have good and marketable indefeasible fee simple title to, or a valid leasehold interest in, the properties and assets used by them, located on their premises, or shown on the Most Recent Balance Sheet or acquired after the date thereof, free and clear of all Liens, except for properties and assets disposed of in the Ordinary Course of Business since the date of the Most Recent Balance Sheet; provided, however, PIA has transferred, free and clear of all Liens, all such assets other than those set forth on Schedule 4(g)(ii) of the Disclosure Schedules to Phoenix.

                       (h)           Subsidiaries .  There currently are no, nor have their been at any time, any Subsidiaries of the Companies.

                       (i)            Financial Statements .  Attached hereto as Schedule 4(i) of the Disclosure Schedule are the following combined financial statements of Michigan Institute for Radiation Oncology (“MIRO” and Michigan Comprehensive Cancer Institute (“MCCI”), under which the entities of AOAM, PIA, RADS and ACT do business as MIRO and under which the entities of Phoenix and XRAY do business as MCCI (collectively the “Financial Statements”):  (i) audited combined financial statements as of December 31, 2005 and for the year then ended (the “Most Recent Fiscal Year End”); and (ii) reviewed combined financial statements as of December 31, 2004 and 2003 and for the years then ended.  The combined financial statements (including the notes thereto) are prepared based on correct and complete information and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for the difference in GAAP accounting methodologies used with respect to the reporting of accounts receivable for the Most Recent Fiscal Year, as indicated in the audited financial statements, as compared to the reporting of the accounts receivable in the combined financial statements for the fiscal years ending December 31, 2004 and 2003), and present fairly the financial condition of the Companies for such periods, and are consistent with the books and records of the Companies, which books are records are correct and complete.

                       (j)           [INTENTIONALLY OMITTED]

                       (k)           Events Subsequent to Most Recent Fiscal Year End .  Except as set forth on Schedule 4(k) of the Disclosure Schedule, since the Most Recent Fiscal Year End, there has not been any Material Adverse Change.  Without limiting the generality of the foregoing, since that date:

                                      (i)          except as between Phoenix and PIA as referenced in § 4(g) above, none of the Companies has sold, leased, transferred, or assigned any assets, tangible or intangible, having a value of more than $25,000 other than for a fair consideration in the Ordinary Course of Business;

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                                       (ii)          none of the Companies has entered into any agreement, contract, lease, or license or series of related agreements, contracts, leases, and licenses either (x) involving more than $25,000 or (y) outside the Ordinary Course of Business;

                                       (iii)         no party, including the Companies, has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 to which any Company is a party or by which any of them is bound;

                                       (iv)         none of the Companies has imposed or cause to be imposed any Liens upon any of their respective assets, tangible or intangible;

                                       (v)          none of the Companies has made any capital expenditure or series of related capital expenditures for which payment has not been made either (x) involving more than $25,000 or (y) outside the Ordinary Course of Business;

                                       (vi)          none of the Companies has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either (x) involving more than $25,000 or (y) outside the Ordinary Course of Business;

                                       (vii)         none of the Companies has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either (x) involving more than $25,000 singly or (y) $100,000 in the aggregate;

                                       (viii)        none of the Companies has delayed or postponed the payment of Accounts Payable and/or other Liabilities outside the Ordinary Course of Business;

                                       (ix)          none of the Companies has cancelled, compromised, waived, or released any right or claim or series of related rights and claims either (x) involving more than $25,000 or (y) outside the Ordinary Course of Business;

                                       (x)          none of the Companies has transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property;

                                       (xi)         there has been no change made or authorized in the charter or bylaws of any of the PCs;

                                       (xii)        there has been no change made or authorized in the organizational documents or operating agreements of any Management Company;

                                       (xiii)       none of the PCs has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;

                                       (xiv)       none of the Management Companies has issued, sold, or otherwise disposed of any of their membership interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of their membership interests;

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                                       (xv)        none of the Management Companies has declared, set aside, or paid any dividend or made any distribution with respect to their membership interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of their membership interests;

                                       (xvi)       no Company has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property, involving more than $25,000;

                                       (xvii)      none of the Companies has made any loan to, or entered into any other transaction with, any of its directors, managers, officers, and employees outside the Ordinary Course of Business (excluding the Companies/Sellers Related Party debt as set forth on Schedule 2(d)(iii)) all of which is being extinguished and/or released simultaneously herewith;

                                       (xviii)     none of the Companies has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement outside of the Ordinary Course of Business;

                                       (xix)       none of the Companies has granted any increase in the base compensation, bonus payment or fringe benefits of any of its directors, officers, and employees outside the Ordinary Course of Business;

                                       (xx)        none of the Companies has adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan);

                                       (xxi)       none of the Companies has made any other change in employment terms for any of its directors, managers, officers, and employees outside the Ordinary Course of Business;

                                       (xxii)      none of the Companies has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;

                                       (xxiii)     there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Companies which has had or is reasonably likely to have a Material Adverse Effect;

                                       (xxiv)     there has not been any closure, shut down or other elimination of any of the offices, business locations, or any other change in the character of the Companies business, or the properties or assets of the Companies which has had or is reasonably likely to have a Material Adverse Effect;

                                       (xxv)      there has been no material change in (A) the Companies’ pricing of its services to its patients generally without regard to pricing changes initiated or imposed by individual Payors Programs (as defined in § 4(r) below) or Governmental Authorities, or (B) any accounting, financial reporting, credit, allowance or tax practice or policy of the Companies business;

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                                       (xxvi)     none of the Companies has discharged a material Liability or Lien outside the Ordinary Course of Business;

                                       (xxvii)    none of the Companies has made any loans or advances of money (except the Companies/Sellers Related Party debt as set forth on Schedule 2(d)(iii)) all of which is being extinguished and/or released simultaneously herewith; and

                                       (xxviii)   none of the Companies has committed to any of the foregoing.

                       (l)             Undisclosed Liabilities .  None of the Companies has any Liability (and there is no Basis for any present or to Dr. Bagne’s Knowledge future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability), except for (i) those Liabilities set forth on the face of the Interim Period End (as such term is defined in § 6(q) below); (ii) Liabilities that have arisen after the Interim Period End balance sheet, which have not been paid at Closing as set forth on Schedule 2(e)(i) of the Disclosure Schedules and Schedule 2(e)(ii) of the Disclosure Schedules and as set forth on Schedule 4(l)(i) of the Disclosure Schedules; and other Liabilities not disclosed under subsection (i) and (ii) above as set forth on Schedule (4)(l)(ii) of the Disclosure Schedules.

                       (m)            Legal Compliance . 

                                       (i)          Within the past three (3) years of the Closing Date, except as set forth on Schedule 4(m) of the Disclosure Schedule, each Seller, Dr. Fireman and each of the Companies, and their respective predecessors has complied with all applicable laws including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder of federal, state, local, and foreign governments (and all agencies thereof), and all laws related or incident to the licensure credentialing and certification of providers of radiation therapy, physicians and health professionals, health and safety matters, health laws and regulations and Medicare and Medicaid regulations and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure to so comply.

                                       (ii)         Within years fours (4), five (5) and six (6) preceding the Closing Date, to Dr. Bagne’s Knowledge, each Seller, Dr. Fireman and each of the Companies, and their respective predecessors has complied with all applicable laws including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder of federal, state, local, and foreign governments (and all agencies thereof), and all laws related or incident to the licensure credentialing and certification of providers of radiation therapy, physicians and health professionals, health and safety matters, health laws and regulations and Medicare and Medicaid regulations and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure to so comply.

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                       (n)           Licensure of Personnel .  To Dr. Bagne’s Knowledge, each individual currently employed by or otherwise engaged by any Company to perform professional services is duly licensed to provide such services and is in compliance with all applicable federal, state and local laws, rules and regulations relating to such professional licensure and otherwise meets the applicable qualifications to provide such professional services.  To Dr. Bagne’s Knowledge, each individual formerly employed by or otherwise engaged by any Company to provide professional services was duly licensed to provide such services during all applicable periods when such employee or independent contractor provided such services on behalf of any Company.  To Dr. Bagne’s Knowledge, each Seller and Company and each individual employed by or otherwise engaged by any Company to perform professional services is in compliance with all applicable state laws and precedents relating to the corporate practice of the learned or licensed professions, and to Dr. Bagne’s Knowledge there are no claims, disputes, actions, suits, proceedings or investigations currently pending, filed, commenced or threatened against or affecting any Seller or any Company or to Dr. Bagne’s Knowledge, any individual employed by or otherwise engaged by any Company relating to such laws and precedents, and no such claim, dispute, action, suit, proceeding or investigation has been filed or commenced prior to the Closing Date.

                       (o)           Permits .  Set forth on Schedule 4(o) of the Disclosure Schedule is a complete and accurate list of all licenses, certificates, permits, registrations, approvals, franchises, notices and authorizations issued by governmental entities or other regulatory federal, state or local authorities, including, without limitation any certificates of need (“CONs”) issued by the Michigan Department of Community Health (“MDCH”) (collectively, the “Permits”), held by Sellers, Dr. Fireman and each Company.  To Dr. Bagne’s Knowledge, the Permits are all the Permits required for the conduct of the business as currently operated by Sellers, Dr. Fireman and each Company.  All of the Permits are in full force and effect.  Neither Seller, Dr. Fireman nor Company, nor to Dr. Bagne’s Knowledge, any individual employed or otherwise engaged by any Company has engaged in any activity that would cause or permit revocation or suspension of any Permit, and no action or proceeding seeking to or contemplating the revocation or suspension of any Permit is pending or threatened.  Except as set forth on Schedule 4(o)(i) of the Disclosure Schedule, to Dr. Bagne’s Knowledge: (i) there are no existing defaults or events of default or events or state of facts which, with notice or lapse of time or both, would constitute a default under any Permit; (ii) neither Sellers nor any officers of any Company has any Knowledge of any default or claimed or purported or alleged default or state of facts which with notice or lapse of time or both would constitute a default on the part of any party in the performance of any obligation to be performed or paid by any party under any Permit; and (iii) the consummation of the transactions contemplated hereby will in no way affect the continuation, validity or the effectiveness of the Permits or require the consent of any person or entity.

                       (p)           Medicare and Medicaid .  To Dr. Bagne’s Knowledge, each Seller each Company is in compliance with all laws, rules and regulations of Medicare, Medicaid and other governmental health care programs, and has filed all claims and other forms in the manner prescribed by such laws, rules and regulations.  Except as set forth on Schedule 4(p) of the Disclosure Schedule, to Dr. Bagne’s Knowledge: (i) none of the Sellers, Dr. Fireman nor any Company has been or currently is subject to any audit, investigation, review or request for information relating to improper and/or fraudulent Medicare or Medicaid procedures or practices; (ii) there is no Basis for any claim or request for recoupment or reimbursement from

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any Seller, Dr. Fireman or any Company by, or for reimbursement by any Seller, Dr. Fireman or any Company of, any federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid.; (iii) there is no deficiency (either individually or in the aggregate) in any such claims, returns, invoices, cost reports and other filings, including claims for overpayments or deficiencies for late filings, has been asserted or threatened by any federal or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid claims or any other third party payor and there is no Basis for any claims or requests for reimbursement.

                       (q)           Third Party Reimbursement .  Schedule 4(q) of the Disclosure Schedule sets forth a list of the top twelve (12) (as defined by revenues over the last twelve (12) months through June 30, 2006) third party payor or third-party reimbursement agreements relating to the operations of the business conducted by each Company (including agreements in the names of the individual physicians employed by or engaged by the PCS) (individually a “Reimbursement Agreement” and collectively the “Reimbursement Agreements”) that are in force as of the Closing Date.  Complete copies of the Reimbursement Agreements have been delivered to MRTMS prior to the execution of this Agreement.  Dr. Bagne has not received notice of the cancellation or non-renewal of any Reimbursement Agreement or any retroactive adjustment by any payor under any Reimbursement Agreement.. 

                       (r)           Inspections and Investigations .  Except as set forth on Schedule 4(r) of the Disclosure Schedule: (i) to Dr. Bagne’s Knowledge, no right of any Company nor the right of any licensed professional or other individual employed by or under contract or otherwise engaged by any Seller or any Company to receive reimbursements pursuant to any government program or private non-governmental program under which any Company directly or indirectly receives payments (“Payor Programs”) has been terminated or otherwise adversely affected as a result of any investigation or action whether by any federal or state governmental regulatory authority or other third party; (ii) to Dr. Bagne’s Knowledge, no Company, nor Dr. Fireman or any individual employed or otherwise engaged by any Seller or any Company, has, during the past three (3) years, been the subject of any inspection, investigation, survey, audit, or monitoring by any governmental regulatory entity, professional review organization, accrediting organization or certifying agency based upon any alleged improper activity; (iii) to Dr. Bagne’s Knowledge, no Seller or any Company, Dr. Fireman or any individual employed or otherwise engaged by any Company, received any notice of deficiency during the past three (3) years in connection with the operations of the business conducted by the Companies; and (iv) to Dr. Bagne’s Knowledge, there are not presently any outstanding deficiencies or work orders related to the business conducted by any Company, nor to Dr. Bagne’s Knowledge, Dr. Fireman or any individual employed or otherwise engaged by any Company, issued by any governmental authority having jurisdiction over any Company or requiring conformity to any applicable agreement, statute, regulation, ordinance or bylaw, including but not limited to, the Payor Programs.  Copies of all reports, correspondence, notices and other documents relating to any matter disclosed on Schedule 4(r) of the Disclosure Schedule have been delivered to MRTMS prior to the execution of this Agreement.

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                       (s)           Fraud and Abuse; False Claims .  To Dr. Bagne’s Knowledge, except as set forth on Schedule 4(s) of the Disclosure Schedule, none of the Companies nor Dr. Fireman or any individual employed or otherwise engaged by any Company has engaged in any activities that are prohibited under 42 U.S.C. §§ 1320a-7, 1320a-7a, 1320a-7b, 1395nn, and 1396b, 31 U.S.C. § 3729-3733, and the federal Champus statute (or other federal or state statutes related to false or fraudulent claims) or the regulations promulgated thereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including but not limited to the following:  (i) knowingly and willfully making or causing to be made a false statement or representation of a fact in any application for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a fact for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment; and/or (iv) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or receive such remuneration (x) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (y) in return for purchasing, leasing, or ordering or arranging for or recommending purchasing, leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid.  To Dr. Bagne’s Knowledge, there are no facts or circumstances which could result in any claim by Medicare, Medicaid or any other Payor Programs for any retroactive adjustments against the Companies, Dr. Fireman nor any individual employed or otherwise engaged by any Company.

                       (t)           Rates and Reimbursement Appeals .  No  Company has any reimbursement or payment rate appeals, disputes or contested positions currently pending before any governmental authority or any administrator of any Payor Programs.

                       (u)           Michigan Law . 

                                      (i)          No Michigan Transfer Tax Liabilities .  None of the Companies have any Liabilities for Taxes, penalties, interest or otherwise, relating to any period before or after the Closing Date (whether payable directly to a Taxing authority or to any landlord under any Lease) as a result of, in connection with, relating or incidental to or by virtue of any Seller’s, Dr. Fireman’s, or any Company’s (or any predecessor’s) failure to give notice to the appropriate assessing office of any “transfer of ownership” as required by MCL 211.27a, including, without limitation, any Seller’s, Dr. Fireman’s, or any Company’s (or any predecessor’s) failure to give notice of a conveyance by lease with a “total duration” of more than thirty-five (35) years, or any Seller’s, Dr. Fireman’s, or any Company’s (or any predecessor’s) failure to give notice of a lease granting the tenant a “bargain purchase option,” both as defined in MCL 211.27a.

                                      (ii)         Michigan Unemployment Tax Rates .  Each Company’s state of Michigan unemployment tax rate is set forth on Schedule 4(u)(ii) of the Disclosure Schedules.

                       (v)           Tax Matters .  Except as set forth on Schedule 4(v) of the Disclosure Schedule:

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                                       (i)          Each of the Companies has filed all Tax Returns that each was required to file under applicable laws and regulations.  All such Tax Returns were correct and complete in all respects and have been prepared in compliance with all applicable laws and regulations.  All Taxes due and owing by any Company whether or not shown on any Tax Return have been paid.  None of the Companies currently is the beneficiary of any extension of time within which to file any Tax Return.  No claim has ever been made by an authority in a jurisdiction where any of the Companies does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.  There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of any Company.

                                       (ii)         Each of the Companies has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, member, stockholder, or other third party.

                                       (iii)        Dr. Bagne does not expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed.  No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to any Company.  None of the Companies has received from any foreign, federal, state, or local taxing authority, including jurisdictions where the Companies have not filed Tax Returns; any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against any Company.  Schedule 4(v) of the Disclosure Schedule lists all federal, state, local, and foreign income Tax Returns filed with respect to any of the Companies for taxable periods ended on or after December 31, 2005, December 31, 2004, December 31, 2003, and December 31, 2002, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit.  Sellers have delivered to MRTMS correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by any of the Companies filed or received since December 31, 2002.

                                       (iv)        None of the Companies has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

                                       (v)         None of the Companies has filed a consent under Code § 341(f) concerning collapsible corporations.  No Company is a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregat